Disclaimer: Doctor Who belongs to BBC. No infringement is intended.

Oi! Eyes!

"Can you please tell me again why you parked the TARDIS so far from the beach?"

The Doctor paused in his slow and steady gaze across his surroundings, making sure no one was looking in their direction. "Oh, you know, Donna! Can't let the locals see our advance technology."

"What about those perception filter things you keep bragging out?"

He shrugged. "Can't be too careful." He turned slightly. "Are you almost done?"

Her indignant harrumph was all the response he'd get. The changing stall lacked in privacy, much to Donna's chagrin.

After an entire day in the bright sun of Plarto's famous beaches, Donna had suggested they try dinner at one of the local restaurants. Happy to oblige, he had changed quickly into his preferred suit and trainers. But she found its shaky and thin walls a bit more of a challenge.

He knitted his eyebrows together; he should have parked the TARDIS closer for her. "Are you doing all right?"

"You're the one who insisted we only take a few things with us, Spaceman," she said.

"Why carry all that stuff around?!"

"Easy for you to say! You with those magic pockets. At least I packed a small bag for a change of clothes."

He frowned. "You didn't like it?"

There was a pause.

"Donna?"

"No, I liked it. Very much."

He returned to survey the other tourists passing by. One of the men paused a little upon hearing Donna's voice, and the Doctor glared at him. "Next stall friend," he said lowly.

"What?"

"Nothing, just talking to the locals."

"Sorry for snapping at you," Donna said, her voice softer. "Today has been fun."

The Doctor smiled. "Glad you enjoyed yourself."

"I did, thank you."

There was a brief silence as he heard her muttering to herself. Something about her hair being tangled.

"Are you okay?"

"Do you happen to have a better brush in your endless pockets?"

Grinning, the Doctor obliged and searched around. "Ah ha!" he exclaimed, turning. Opening his mouth to offer the brush to her, he found himself suddenly speechless.

Donna's back was to him. Her hair was indeed knotted and frazzled. It floated over her back like a cloud at sunset. Draped over her perfectly shaped hips was a breezy skirt that swayed in her every movement.

But it was her naked back that forced the air from his lungs. Her skin was a little pink from the day of intense sun exposure, despite the advanced sunscreen he'd provided. But it seemed to be glowing in the dimmed light, and he felt lost in the endless patterns of freckles adorning her entire body. She turned slightly, exposing a hint of her bare breast.

The Doctor's breath caught, completely transfixed at how beautiful she was.

"HEY!" she screamed, her arms immediately covering her chest. "What the hell are you DOING!"

The Doctor snapped out of his trance and met her gaze. His stomach dropped at the betrayal he saw in her eyes.

He handed the brush forward. "I, uh, have a…."

She backed away, breaking his hearts as she did so.

"Donna, I just wanted to give you this," he raised the brush higher, staring hard at her feet. "I didn't mean to. I'm sorry."

She exhaled slowly, and he risked a peek back up at her. Her shoulders had dropped their defensive rigidity, much to his relief. Taking a tentative step forward, she accepted his offering.

"I am so sorry," he said again, his eyes incapable of getting any wider. Before she could react, he turned around again.

He heard her quietly rustle around in some fabric. Every second of her silence cut further into his hearts.

"Donna?" he dared to ask.

He felt her walk up behind him. "It's okay," she said. He turned to see her smiling softly at him, wearing a light blouse. She was working the brush through her hair, transforming it to a long mane that kissed her shoulders.

He swallowed, still rattled at the revelation of her beauty. But stronger was his shame. "Donna?" he asked again.

She met his gaze. "Yes, Doctor?"

"I am sorry."

She smiled. "It's okay, Spaceman, I know you didn't mean it," she said.

Daring to continue, he inhaled. "You, uh, look very nice in that outfit."

She smirked at him. "And out of it?"

His ears turned crimson. "That's not what I meant!"

Laughing, Donna handed the brush back to him and flipped her hair in triumph. "You're too easy, Doctor," she said.

After a beat, his shoulders relaxed. He accepted the brush and stuffed it back into his pocket. "All set then?"

She nodded and looped her arm through his. "Yes, you owe me a very lavish dinner."