For those of you who were wondering the whole box thing in the last chapter was just a way to explain the AC/DC sweater that Billie needed for the interlude Sparrow at the beginning of this story. If you don't know what I'm talking about go back and read it. I'll be finishing that loop up later in a different episode though...just thought you'd like to know.

This is a bit of a filler chapter that will take us to the meat of the story in the next chapter. It was pretty hard for me to write from Donna's POV. I love her, but I'm just too different from her and have a hard time really getting into her head. I hope you like it anyway.

Disclaimer: I'm too poor to own DW...

Donna looked wide-eyed at the hundreds of racks filled with clothes from every era imaginable. Never had she seen so many clothes in her life. Billie stood a little ways away, still talking on her phone with that one girl. Jenny, was it?

Sighing, Billie finally hung up and turned back to her friend, "Sorry, what was I saying?"

"We have to pick dresses to go to some wedding?"

"Right," she nodded, stepping up to a rack with normal twenty-first century looking clothes. "I guess something happened to the groom or something. Josie's positive that it's alien, so we're gate crashing. Let's find something for you first."

Donna began looking through the dresses, occasionally glancing at her friend. She had changed a lot since they last saw each other. She was more quiet, solemn, and tired looking, yet so, so happy. Donna had never seen Billie as peacefully joyful as when the Professor sat holding her after the emotional upheaval of going through her brother's things. Which really left a lot of questions open to Donna. And Donna Noble was not one to let things lie. Nope. She was the one to poke things with a stick until she discovered what they were.

It was time to start poking.

"So what's going on between you and the Professor?"

Billie closed her eyes and sighed, "Blunt as always, I see."

"Just answer the question."

"Nothing is going on, Donna."

"You are a horrible liar."

"I'm serious."

"Tell me."

"There's nothing to tell!" Billie threw up her hands in exasperation, turning to plop down on a nearby chaise. "Nothing is going on. I'm not lying."

Donna tilted her head, studying her friend closely, "But you want there to be."

Billie chewed her lip, "Honestly? I don't know. I've known him since I was nine. I've never been closer to anyone in my life. You and Greg aside. I don't want to ruin that. Not to mention, there is one hell of an age gap." She laughed lightly, shaking her head, "None of that matters anyway. He couldn't feel the same. He just sees me as the little girl he helped years ago."

"Billie…"

She raised a hand to stop her, "It's alright. I'm fine. Let's just find you a dress, yeah?"

Donna quickly pulled her into a hug before nodding, "Alright, what've you got?"

The two women turned to find one entire rack empty except for two gorgeous dresses. One a dark navy sleeveless with a clinched waist the other a more flowy dark purple with thin quarter sleeves. Billie grinned, taking the blue dress over to the floor length mirror and holding it against herself. Only a friend as close as Donna could see the conflict still raging in the brown eyes. But luckily for Billie, Donna was also the type of friend to help even if it was unwanted. She just had to come up with a plan.


After quickly throwing together acceptable ensembles, Donna followed Billie down the winding halls of the spaceship, trusting that the brunette knew where she was going in the confusing maze that had been her home for so long now. Sure, the alien boys claimed it wasn't a spaceship, but really it was. She didn't care if they continued to argue otherwise, to Donna it was a spaceship. Period.

Emerging into the main room (console room, Billie called it), Donna could hear the clinking and occasional sparks from where the guys seemed to be fixing something with the controls. She could spot the crazy brown hair of the Doctor's poking out from the other side of the controls while jean clad legs were all that could been seen of the Professor from where he laid under the grating. She had to admit, Billie hadn't exactly picked the most attractive of the men she traveled with, but then again she supposed you couldn't choose who you loved.

Billie walked over to the Professor and gently nudged his leg with her strappy high heel, "We're ready."

The Doctor popped up and looked them over, smiling widely, "You look nice."

"I must say," Donna said grinning, "I could get used to that wardrobe."

The Professor finally emerged, and stopped short, still sitting on the ground as he gawked, jaw on the floor, up at Billie. Donna chuckled at her friend's slightly flushed face.

"These dresses are better than anything we could ever afford, right Billie?" she asked, only to get a mumbled reply. "Yep. Very, very nice. Especially yours. I've never seen you wear something so form-fitting, though." She smiled at the Doctor who was shaking his head at her, fighting a smile himself.

Huffing, Billie finally answered, "Yes well, I didn't have much choice, did I? The other dresses disappeared so I had to wear this. That usually happens." She finished in a mumble again.

"Aren't you guys gonna change?" she grinned, finally willing to change the subject now that she'd gotten an answer, and by the contemplative look on the Professor's face, he was realizing something as well. That could prove fruitful.

The Professor cleared his throat, jumping to his feet, "No."

"They never change," a silky smooth voice came from behind her. She turned to see Jack dressed up in a tux, and looking absolutely delicious. Donna blushed bright red when he started looking her up and down, a cat that caught the canary grin on his face. "Don't you look lovely."

When she couldn't think of anything to say Billie started laughing, "Wow, I never thought I'd see the day Donna Noble was stunned silent."

Donna growled playfully and pretended to lunge at her friend, making Billie put on a show of being afraid and hiding behind the Professor who rolled his eyes, though he clearly appreciated the fact that the brunette was behaving normally again. This was only confirmed by Jack when they were heading out the door, the Doctor in the lead, followed by the Professor and Billie with Jack and Donna trailing behind.

"She's been a bit distant with him for a while now," he whispered to her in case the others were listening. "We got into a bit of a tight spot not too long ago and they've been walking on eggshells around each other ever since. It's nice to see them relaxing again." He squeezed her hand where it rested on his arm in thanks.

"I don't know how much that has to do with me," Donna admitted reluctantly. She usually always liked taking praise, but this didn't seem to have anything to do with her. "I don't even know the Professor and I've been doing nothing but bugging Billie, as usual."

Jack smiled and Donna felt herself swoon a little, "Maybe that's what Billie needed. Normally Josie would be on her ass, but she had a hard time as well and wasn't up to it. I would have just made it worse. And as for the Professor, I think hearing Billie talk about all our trips positively to you helped him realize she doesn't regret anything. That's always been his worse fear."

"Okay then," she grinned, "I'm awesome."

He laughed, "Yes, you are. But you're Billie's best friend, so there wasn't any doubt."

"Oi! I'm more than Billie's friend, pretty boy!"

He laughed again, nodding, "I don't doubt it, Red." He winked.

"Doctor!" a shout interrupted them.

They looked up to see a redhead, hair curled and half up, wearing a flowy, tangerine colored, one shoulder, knee length bridesmaid dress, running full speed (despite the delicate heels) down the steps leading to a grand church. Startled, Donna finally looked at her surroundings to find they weren't in London, but a beautiful countryside. The church stood in the middle of a field filled with late-blooming wildflowers. Clouds were just beginning to roll in and a electrically charged crisp wind warned of a storm approaching. She gasped, turning to Jack to ask how the hell they got there when she couldn't remember the ship moving when she'd been in the wardrobe with Billie.

Jack chuckled and winked again, "The TARDIS has a mind of her own. Didn't want to disturb you two, so she kept the turbulence to a minimum in the back rooms."

She gaped, "Please tell me you mean that as a figure of speech."

He just chuckled again and moved to stand with the others where they had gathered near the bottom step. The redhead (whom she assumed was Josie) was clinging onto the Doctor, almost in tears. Donna rolled her eyes. It seemed Billie wasn't the only human on board the TARDIS that had fallen for an alien. It was going to be a long day.