The Doctor tossed and turned, unable to get comfortable. He was never an advocate for taking it easy but after the evening he had, had with Wilf he felt drained and in need of rest. But as soon as his head had hit the pillow he felt wide awake. As much as he tried he just couldn't turn off his brain. The whole situation filled him sadness, excitement, and worry. He was saddened that in just a few short months, Donna would lose Wilf forever and even though he could go back in time and visit him again, it wouldn't be the same. He felt excited to spend time with Donna again, for however long it would last. He knew if he hung around too long after Wilf's death it would seem odd and she may begin to question his presence. And he also worried that something would trigger her memory and her mind would burn.

When the TARDIS was quiet like this and he had no companion on board he would let his mind remember the times that were. It had been a while since he had dwelled on the memory of Donna Noble; it hurt too much. He sometimes had to stop himself from asking Clara if she too could smell banana pancakes wafting through the TARDIS. Donna always used them to lure him out of the console room or library when she felt he had been working too hard. He suspected the TARDIS had something to do with the smell but he never bothered to say anything out loud.

There's a box in her old room full of photos she had taken of their many adventures and new friends. A few photos are of the two of them together, taking leisure days to poke around the many rooms of the TARDIS. When he had stumbled upon the box after her departure he had chosen his favorite one and now uses it as a bookmark. He remembers how happy they looked even though he was sure they had been fighting that day.

He winces at the memory of finding her crying about a month into their travels. He was so sure she was going to leave him then. When he had asked if she wanted to go home she slapped his arm and laughed at him through tear filled eyes. She assured him she wasn't going anywhere but that she was desperately missing her granddad. Without hesitation he took her hand, dragged her into the console room, and set the coordinates for Chiswick. They spent the day laughing with Wilf and avoiding Sylvia's glares. They'd ended their night by setting up a picnic on the hilltop and watching the stars; amazing Wilf with their tales of new worlds.

Huffing with frustration he kicked the blankets from his body and hopped out of bed. Wilf had asked him to return in a couple of days so that he could "introduce" him to Donna and until that time came, he needed a distraction. An adventure is what he needed! A good old-fashioned adventure. And who was always up for an adventure? Clara Oswald. An Earth day had passed since he had last seen her. Surely all of her teaching nonsense had to be over with by now, right?

He quickly changed into his usual attire and threw a few switches on the console; smiling as the old girl began to do her thing. The TARDIS landed with a small groan and the Doctor flung open the door to greet Clara. He was instead greeted with darkness.

"Clara?" he questioned.

A lamp flicked on from across the room and a very sleepy Clara rubbed her eyes and looked at him. The more she blinked to focus her eyes the more cross she began to look. She got up out of bed and grabbed her dressing gown laying on a nearby chair, crossed her arms, and approached him.

"Doctor, do you know what time it is?" Yes, definitely cross.

"I'm a Time Lord Clara, it's sort of my thing. Hence, Time Lord," he answered as innocently as possible.

"Alright mister high and mighty Time Lord, care to explain why you thought three in the morning is an acceptable time to pop in for a visit?"

He paced around the room, touching various trinkets she had laying on her dresser, "Got a bit bored, thought I'd take a little trip to see Mozart. I thought to myself, you know who loves Mozart? Clara! I assumed you'd be a bit cross if I went without you so here I am."

He was pacing so quickly around the room that it was giving her whiplash to follow his movements. She stopped him by placing a hand on his arm, "Doctor, would you quit pacing?" He stopped but pretended to be distracted by a photo laying by her nightstand. "And for God's sake would you look at me?"

He sighed and did as she requested. She could immediately see the look she knew all too well: big, sad eyes.

"Why are you lying to me? And don't lie to me again and say you're not lying to me because you are. Tell me what's wrong."

After a moment he relented and sat in the chair by her bed. She looked at him expectedly.

"Well, as you know, I am tad bit older than you," he began.

She arched an eyebrow, "A tad?"

He glared but continued, "During that time, there have been others like yourself. People that I've taken with me on the TARDIS to see the universe."

"Like Amelia? You mentioned her before."

He swallowed hard and nodded, "Yes. Amelia Pond and her husband Rory traveled with me for quite some time. I had several companions before the Time War and after the Time War I didn't expect to become so attached to humans again but," he waved his hands in gesture, "here we are."

Though she was exhausted and still a bit miffed she had been awakened so abruptly, Clara gave him a small smile to show him she was listening.

"I met Rose Tyler in my ninth regeneration and she was with me for some time into my tenth regeneration. Then I traveled with Martha Jones for a while. In the end, she decided she couldn't stay with me. After Martha, I traveled with Donna Noble. I had met her the Christmas before I met Martha and had asked her to come with me and she turned me down. I didn't think I would ever see her again but then she came looking for me. After Donna came Amy and after Amy came you."

Clara bit her lip slightly, "I know that this is hard for you to talk about Doctor, seeing as you never really talk about your past, but I don't understand what's bothering you."

"For a week or so I've been getting a message on the psychic paper from an old friend back on Earth. I decided to check it out after I dropped you off. My friend, Wilfred Mott, he's Donna Noble's grandfather. He told me that he has been diagnosed with cancer and they are estimating he only has six months to live. He's ask me to," he paused to make sure Clara was following, as he had been talking quite fast. Satisfied, he continued, "he's asked me to look after Donna after he passes. Make sure she's doing alright. Make sure she has someone to look after her."

"It's understandable that you're upset about your friend having cancer, but you don't seem too keen to look after Donna. What's the matter? Did you two end things on bad terms?"

He shook his head, "No, no. Nothing like that. It's hard to explain too far in detail but if Donna ever remembers me, her mind will burn and she will die."

Clara's face scrunched up, "What do you mean she'll die if she remembers you?"

He looked down to the clasped hands on his lap, he was clutching them together so tightly that his knuckles were white. "Early in my tenth regeneration, my hand was chopped off and I was so early in the regeneration process that I was able to grow a new hand to replace it. A man I traveled with from time to time, Jack Harkness, saved it and put it in a container. Donna was trapped in the TARDIS while it was being destroyed and I couldn't get to her. While inside she touched the severed hand and created a two way meta-crisis. A human-Time Lord hybrid grew from her and the hand. He looked like me but was half Doctor, half Donna. This made Donna become the DoctorDonna They escaped with the TARDIS and Donna was the most important woman in all of creation. The duplicate stayed behind in a parallel universe with Rose Tyler and Donna came back with me. When Donna and I were back in the TARDIS I knew what had to happen and so did she. Her human mind couldn't handle having me in her head so there were only two options: let her die or erase her memory of me and everything she had seen or did while traveling with me. She begged me not to erase her memories; not to take her back to her old life in Chiswick. She would have rather died. But of course, I couldn't have that. I couldn't live knowing that I just let her die right there in front of me. I needed to live knowing that somewhere out there Donna Noble was alive and has a chance to have a happy life on Earth. It's the most selfish thing I have ever done. And that, Clara is why I'm hesitant to do this favor for Wilf. Even though I look different now and the chances of her recognizing me are slim, I'm afraid to be around her too long because it's going to hurt too much. Because I'm still just as selfish."

Clara's smile was sad but her eyes looked hopeful. "You did it to save her life. I'm not saying not respecting her decision was right, but your intentions were good. I'm sure that if she could ever remember, she would forgive you for that."

He scoffed, "I doubt that. I wouldn't forgive me."

She patted his hand in a friendly way, "Come on. You can get through this. You're the Doctor. The Oncoming Storm. Besides, this isn't for you. This is for Wilf and Donna. I've not even known about Donna five minutes and I can already tell you'd do anything for her."

A ghost of a smile appeared on his face but disappeared as quickly as it came, "I have to go back to Chiswick in a few days to have Wilf introduce me to Donna. He hopes that if I spend some time with her before his death that it will make it easier for her to open up to me when it happens. Which does make sense."

"Well then," Clara announced, getting up from her bed and dragging the Doctor toward the TARDIS, "it's Tuesday, so we'll head to Chiswick Thursday?"

He seemed to perk up, "You're going to come with me?"

"Of course! I want to meet this Donna Noble. She sounds pretty special."

"Thursday it is then," he confirmed opening the door to his TARDIS.

"Thursday. See you then, Doctor." She replied, climbing back into bed.

He quickly popped his out of the doors, "You sure about Mozart, then?"

He got his answer as a pillow flew across the room and hit his face. Ducking back in he stood by the railings and looked up at the ceiling, "We're going to see Donna on Thursday."

She hummed happily and he couldn't help but smile.

.