3

It was too loud. The sound of feet hitting the floor and people talking was too much. He covered his ears and tried to open his eyes, but it was way too bright. Squinting he was able to somewhat deal with the brightness. He slowly sat up with a grunt and noticed he was on a bed. How did he get here? And where was here anyway? He looked to his right to see another bed, which Donna was sleeping in. Looking to his left he saw Caroline and Liz sitting in some chairs in the corner of the room looking at him. They seemed to be talking, but he couldn't pinpoint what they were saying. Everything was just too loud.

Caroline poured a glass of water and held it out for the Doctor. He tentatively took it, looked down at it contemplatively, then after a few seconds started to drink. He didn't realize how thirsty he actually was. After he was done, he gave a small 'ahhh'. He handed the glass back to Caroline who took it and then placed it on the table across the room. She immediately came back and pulled her chair to the side of his bed. She then looked back at her mom, who got up and left the room.

Caroline looked him over. He looked fine physically. "How are you feeling?" She asked quietly.

Clearing his throat, "I've been better." He squinted his eyes as he looked up at the lights. "Can we turn the lights off, please?"

Caroline smiled and went to turn the lights off and shut the curtains over the large window in the room.

"So, what do you remember?" Caroline asked.

He frowned and looked over at Donna. "How is she? I thought Damon killed her."

Caroline chose to go along with his questioning. "She is recovering fine. Don't worry I didn't give her any of my blood. There were some blood bags in the basement we used for a blood transfusion. She'll be okay once she wakes up."

"Good." He closed his eyes and asked what Caroline was waiting for. "So how does this work? I'm a vampire now? Damon killed me, I remember everything. He snapped my neck. I shouldn't be here. Well, this face anyway. I don't feel any different. I'm assuming I look the same since you haven't said anything."

"Uh, from what I can tell it does seem like you're going through transition. I think it's a little different for you though from how it was for me. I didn't remember anything until I finished the transition." She looked a little grim after saying that. She was curious about what he meant by changing his face. She'd have to ask him later.

"Really? Hmm. My species is much more advanced both technically and physically. I'm assuming my biology is playing a large role."

"Do you know how this transition works? Or do you want me to explain? It's not good news. I mean, I'm assuming you won't like how it works."

"Is there a way out of this? Some sort of cure?" He wanted to look on the bright side. There had to be some way to get back to normal.

"I'm sorry. There's no cure. To finish transition you have to drink human blood. If you don't within about 24 hours, then you die for real." She frowned and looked right into his eyes. He didn't seem surprised, but he was deep in thought.

"I die for real, you say. Maybe I would regenerate. But is it really worth the risk? I have lived a long enough life. I'm fine with dying, but Donna needs someone to take her back home." He was talking to himself, not paying Caroline's questioning glances any mind. The more he talked the less Caroline could understand. It was true gibberish now, almost sounding like another language. Maybe it was, she thought to herself. He is an alien afterall.

"Caroline. How long was I out before I woke up?" He had a spark in his eye as he asked the question.

"About 3 hours. Why?" She was startled at his sudden attentiveness.

"I may have enough time to take Donna back home, so that I don't have to be a vampire. That way I might just regenerate and still be… well… I guess I wouldn't be me then, now would I." He laughed darkly and looked over at Donna. She didn't look like she got her throat ripped out how he remembered. She just appeared to be sleeping. Hopefully she will wake up soon.

"I'll leave you alone for a bit. If you need anything just call for me. I have really good hearing." She smiled and then left the room to go find her mom.

The Doctor watched her leave and could hear each footstep all the way down the stairs. That was new. Taking a big breath to try and help himself think he smelled something wonderful. Taking another breath he looked over at Donna once again. It was coming from her. Slowly he pulled the sheets from his bed and made his way to stand next to her. The closer he got the stronger the scent became. What was that? Staring down at Donna he could see her eyes moving under her eyelids. She was dreaming. He could see the steady up and down of her chest as she breathed. She looked peaceful. He reached out to her, but stopped when he figured it out. It was her blood he was smelling. He backed away quickly and fell back onto the floor. He scooted away on his butt until his back hit a bed. The Doctor was hyperventilating now, which just brought the smell deeper into his lungs. It smelled so good, his mouth began to water. Bringing his hands up to his ears he shook his head and curled into a ball right there on the ground. Caroline must have heard the commotions because the door to the room slammed open revealing a worried Caroline.

She rushed over to the Doctor and tried to get him back in his bed. When he felt her hands touch him he just curled up even more if that was possible.

"I can't bear it. She's my friend." He cried out. Tears streamed down his face as he looked up at Caroline.

"Take me away from her. I can't hurt her." He was sobbing now. Caroline quickly grabbed his shoulders and hoisted him up. She helped him out of the room and down the stairs into the living room. The room had one recliner and one couch. Liz was in the chair reading, so he got the couch. He slumped down and pulled his knees up to his face, with his arms wrapped around his legs.

Liz was very startled with the way the Doctor was acting. He seemed like such a strong man. To see him like this, it was heartbreaking. Caroline motioned for her to meet her in the other room. Caroline sat down at the kitchen table and placed her face in her hands.

"He is transitioning differently. Mom, I don't know how to help him. He was practically hysterical when I got upstairs." She looked to her mom for guidance.

Liz had no experience in the matter, so she wasn't much help, but she was a mom and knew that comfort was best. "Caroline, he just needs someone to talk to. He may be experiencing this differently, but you are the one that understands what he's going through the most. Just talk to him." She placed her hands on the table and Caroline gladly held them in return. She squeezed her hands before getting up and gently sitting on the couch next to the doctor. He didn't look up or even flinch.

"I can hear her breathing."

"What?" She wasn't expecting him to say anything.

"Donna, I can hear her breathing. I can smell her blood." He still had not moved from his earlier position.

"Oh, um. You're getting strong really fast. Maybe we should take her somewhere else. If you're worried about hurting her, I mean."

"NO!" he screamed, all of a sudden looking straight into her eyes.

Caroline raised her hands. "Okay. Don't worry. I won't do anything to her. I just assumed you thought you would hurt her."

"Of course I'm worried about that. But I need to know she's safe. She is my responsibility." He was glaring at the floor and reached up to cover his ears. "No matter what I do, her heartbeat is right there. She smelled so good. It's disgusting I would even think about drinking her blood." He sneered.

"Well, those urges are always strongest when you're in transition. Everything about you is trying to get you to drink blood and finish what has started. After, you will be able to control your urges. After some training on myself, I can easily look and work with hurt people and have no urge to drain them dry." Caroline laughed a little at the end.

"I'm just worried that I won't be able to stop if I can't control myself. I could hurt her. Her mother and grandfather would never see her again. It's already dangerous enough in the TARDIS, but then add me being a vampire. I couldn't allow her to stay. It wouldn't be safe." He put his face back in his hands. "Oh, gosh! I can't be alone again! It's just not fair!" He began to cry into his knees and pulled his legs even closer to his chest.

Caroline was at a loss for words. She had no idea how to help this man. She barely knew him. Maybe if she changed the topic. "What's a TARDIS?"

He hitched his breathing for a second and looked sadly into Caroline's eyes. "It stands for time and relative dimension in space. It's my time machine. Donna is traveling with me at the moment."

"A legit time machine? Wow! You should take me sometime. I'd love to see ancient Rome or see what the future is like." Caroline smiled at him.

A smile appeared on his lips. "Yeah, that might be nice if I can get through this." He winced as he grabbed his head again. This time groaning as he slumped back down.

"Was it this painful for you? My head is killing me." He grimaced.

"No, sorry. It was pretty quick for me. I was in a hospital surrounded by blood. I let in very fast. I've seen other vampires transition though, they are never really in pain though, until they start to get hungry. Honestly, they seem more tired." She sat contemplating why he would be in so much pain before it came to her.

Looking at him once more, "I think I know why it hurts so much." He nodded along with her. "You were able to use telepathy to talk to me earlier. You're an alien so your biology is different from humans. Your brain must be built differently, so the process is different from any humans. This is probably the first time your species has gone through this." She shrugged.

"And the last. I'm the last Time Lord. After this, technically there will be none left. I'll never be able to regenerate again. I'll be stuck like this forever. I'm already old, how long do I have to last? Why can't it just end?"

She looked worried. Maybe he was just going to let himself die. She hoped he would finish the transition. She was starting to like this guy.

"Maybe if you try and lay down for a bit, your headache will go away." She got up from the couch and left the Doctor to rest.

She watched him lay down from the doorway and saw his face contorting in pain. Not long after she went back to check on Donna she heard screaming coming from downstairs. It was her mom!

Caroline came down to see the Doctor pinning her mom to a wall. His arms were on either side of her head, giving her no room to leave. Liz's eyes were wide with fear as she looked into the Doctor's red eyes. He was staring at her neck with his mouth slightly agape. Caroline could see fangs. How was that possible? He shouldn't get those until after he drank blood!

"Doctor! Back away. You don't want to do this." Caroline begged him to move away. That was her mom. She would hate herself if she let something happen to her.

The Doctor's whole body flinched before he practically threw himself off of Liz and to the other side of the room. Liz stayed stuck to the wall in fear, while the Doctor began to repeatedly say how sorry he was. It was nigh on insanity, the way he sounded. He was curled up on the floor. He looked pathetic, when only seconds ago he was downright terrifying.

Caroline checked to make sure her mom was okay before giving the Doctor a comforting hug. He flinched at her touch, but after a minute leaned into the embrace.

At the same time Donna was beginning to stir upstairs. She woke to some commotion and wanted to find out what it was. First off, where was she? She found herself in a room alone. She felt fine. That was weird. She should be severely in pain right now. Damon had attacked her. Those thoughts could wait. She needed to know what was going on downstairs. Making her way down the stairs she turned into a room to see Liz standing on one side of the room and the Doctor and Caroline on the other. Caroline was hugging the Doctor.

"What's going on?" Donna quietly asked. All three people shot their heads up to see Donna standing in the doorway. Liz and Caroline looked happy to see her while the Doctor was horrified. All at once he focused on the beating of her heat, and the wonderful smell of her blood.

"I'm so glad you're okay!" Said Liz as she went to give Donna a hug. Caroline also made her way to join in. Looking over her new friend's backs she saw the Doctor was not moving.

"Doctor? What's wrong?" Donna asked as the Doctor continued to stare at her with those big brown eyes of his. She was honestly getting a bit creeped out.

Caroline turned around and was also worried about the Doctor. She didn't know what to do.

"Doctor? I think you two should leave. Let me talk to him." Both Donna and Liz complied and began to leave the room. Right before Donna was out of the room, the Doctor jumped up from the ground and ran to grab onto Donna's arm. She was startled and looked from his grasp to his face. His eyes were red and he had fangs in his mouth. He looked like a wild animal staring into her eyes. She couldn't see her Doctor anywhere in them. She tried to pull away, but his grip just got tighter.

"Oww! Let go, you're hurting me!" Donna was honestly scared now. The Doctor would never do this.

Not listening to her, he took a step closer. He grabbed her biceps and made her face him directly before pushing her into the wall, much like he had Liz just moments before. He looked down at her neck, he could see her blood pumping through her veins. It was captivating. He reached up with his hand to caress the vein. Donna tried to crane her neck away from him, but it only made him more interested. Her fear was making her heart rate go up. It was like drums in his ears. He bent his head down to her neck and took a long breath. It was intoxicating. He could not resist any longer. He slowly opened his mouth and brought it closer to her neck. Donna could feel his fangs graze her and his hot breath as he got closer and closer. She shivered at the feeling. This seemed to make the Doctor more interested because with that, he squeezed his hands tightly on her arms before biting down into her neck. Donna gasped at the familiar feeling. Damon had done the same thing not a day earlier.

The taste of Donna's blood was spectacular and the feel of it traveling down his throat was exhilarating. He bit down harder, wanting to get as much as possible. He could feel Donna go limp in his grasp before he let her fall to the floor. Donna was still awake this time and grabbed onto her neck staring up at the Doctor.

It all happened so fast, Caroline didn't know what to do. All she did was watch. He could have killed Donna. Why didn't she do anything to stop him? The Doctor just stood there licking the blood from his face. It dripped down his chin and onto the floor. He lustfully stared down at Donna. His eyes were still red, but different from normal vampires. Caroline could see that his iris was a deep crimson red that practically glowed. There were no veins around his eyes. His fangs were different as well. They seemed longer and had a secondary pair similar to Klaus' hybrid fangs. The feeling of danger was basically pouring off of him, making the air thick. No, literally. Caroline was having trouble breathing the longer he stood there. She subconsciously backed away from him. She ended up on the other side of the room where her mom was also pressed against the wall from the pressure.

The Doctor knelt down and ran his hand along Donna's face ending at her chin. Cupping her chin in his hand he pulled her closer and smiled a deadly smile.

"Oh, Donna. That was lovely. Sorry if that was hard for you. Had to be done. Can't risk the chance of dying. The universe needs me too much." He slowly removed his hand from her face, and she took it as a chance to turn away from him. She didn't dare stare into those eyes. This was not the same Doctor she knew.

He turned around and once again had brown eyes. Caroline could finally breathe again. She grabbed onto her mom, thinking he would attack her next.

Putting his hands up in surrender, "Sorry about that. Might have gone a little over the top. I couldn't help myself." He giggled. And wiped the last of the blood from his chin, leaving a smear on his jacket.

Caroline didn't seem to believe him as she got in front of Liz in a protective manner.

"How do I know you're not lying?" Caroline questioned.

"I'm not lying. I have much more control now. I do feel bad about that," he pointed at Donna, "but you have no idea how I'm feeling right now. I've never felt so good." He held his hands out in front of himself and squeezed his fists.

"This power. I can feel it growing stronger still."

"So what now, Doctor? Are you going to let us go? My mom and I have done nothing, but help you."

"I don't have any quarrels with you. Just Damon." He walked back over to Donna and helped her up. He pushed her down into a chair. She flinched away from him. He was surprised for a second, but then looked sad.

"Donna, I really am sorry. You have no idea how hard it was for me to not attack you while you were still asleep." He looked away. "Then you came right to me. A perfect present being delivered. My body took over without permission from my brain. I won't ever hurt you again. I promise." His brown eyes met her own and she almost believed him.

"I won't forgive you for this, but I won't leave you either. I know how you get when you're alone. Now that you are like… this. Nothing good will come of it. You need someone with you." She reached her hand out and cupped his cheek. He leaned into it and placed his hand over her own.

"Thank you, Donna." The warmth of her touch was an anchor, holding him back from just killing everyone in the room. Maybe he would get through this after all. His eyes flashed red for only a second. He pivoted toward the door.

"I have some unfinished business to attend to." He began to walk out the front door of the Forbes residence.

"We don't even know where Damon went. How are you gonna find him?" Called out Caroline.

The Doctor took a deep breath and closed his eyes. He felt out for a familiar smell. Donna's blood was most likely still on Damon's clothes from earlier.

Looking back over his head, he smiled and sped away. Caroline's eyes shot wide. He was fast! Almost as fast as the originals. She looked at her mom and then at Donna.

"I'll follow him. Make sure he doesn't get into too much trouble." Before an answer could be given, she was gone.

Donna and Liz both let out the breath they didn't even know they were holding. Liz grabbed a towel from the kitchen and came back to hold it on Donna's neck, but she was surprised at what she saw. There was no mark on her neck at all. It looked as if nothing happened at all.

"There's not even a mark on your neck. I thought he bit you?" Liz was touching her neck now, just to really see if something was there. She felt nothing. How was that possible?

Donna reached up to touch her neck as well. She remembered the pain, but Liz was right. Nothing was there.

"He did bite me. I felt it. Trust me, it hurt like hell too." Donna continued to feel her neck before looking up at Liz and frowning as she shrugged her shoulders. "I mean I'm not complaining that it's healed. Maybe he healed me without us noticing. He might be in more control than we think. He has a lot of secrets. This would just be another one he's going to hold over my head." She said, rolling her eyes. Liz helped her off of the floor and they both made their way into the living room.

It was weird not having the Doctor with her. It had been a while since she had been away from him. She wanted to go home. At least see her mother and grandfather. She grabbed the blanket on the back of the couch and curled up, trying to get some sleep. Liz, seeing Donna rest thought it good to try herself. She reclined in her chair and also curled up in a blanket. They both fell asleep quickly. It had been a long day.