Disclaimer: It's a shame they're not mine.

A/N: This was actually suppose to be part of another story but I didn't like the way it fit so I took it out and made it a standalone fic. Enjoy!

"Where shall we go today?" The Doctor asked as he strolled into the kitchen. "Have anywhere particular in mind?" A soon as the words left his mouth he knew what Donna's answer would be.

Donna pretended to ponder his query then promptly replied, "The beach." She noticed the grimace on the Time Lord's face. "You promised to take me weeks ago! So let's go."

"Nah! We can go to the beach any ol' day. I was thinking someplace more exciting. Like the Festival of Falling Stars on Estara IX! There's a big to do with a parade and everything! You'll love it!"

Donna gave him a pointed stared. She could argue for her suggestion and she could probably win on several counts: He had asked her where she wanted to go, he had promised her a beach, and she had saved his skinny alien arse from certain destruction of which he had sworn her to secrecy and promised him never to speak of it – so he owed her.

Then Donna came face to face with the Doctor's big brown pleading eyes. He was like a child begging to go to Disney World, and just like a child he would be a nightmare to live with if she refused him.

"Fine. The Falling Stars Fest it is." The Doctor vacated his seat so fast you would have thought it was on fire. "But don't think I'll forget your promise anytime soon Spaceman!" She called after the sprinting Time Lord.

Donna wobbled into the consol room as the TARDIS gave one final lurch before coming to a halt. Before she could scold him about not warning her to fasten a seatbelt or something the Doctor raced over to Donna, grabbed her hand, and quickly pulled her to the doors.

"Come on the parade has already started!"

Beautiful music mingled with the cheers and applause of people greeted both the Doctor and Donna.

They had landed in an alley just wide enough for the Police Box, at the end of which a large crowd could be seen watching huge floats decorated in bright colors hover passed. As they merged with the crowd Donna realized that the residents of Estara IX reminded her of the Ood only taller and without translators or tentacles. Like the Ood, the Estarans all looked similar in appearance but wore different colored tunics and dresses. Their snow white complexion was complimented by golden locks of hair and large circular eyes of either amber or neon blue set perfectly on either side of an almost nonexistent nose.

The Doctor, being at least a head and a half shorter than the Estarans strained to tap the nearest one the shoulder. He turned expecting to find another Estaran and was surprised when he saw no one there. Glancing down he found the Time Lord beaming up at him.

"Yes?" The Estaran's voice was soft and melodious yet amazingly still masculine.

"Hello I'm the Doctor and this is Donna! Sorry to bother you but have we missed much of the parade?"

The Estaran stooped so that he could be heard over the noise of the crowd. "No bother at all. The parade has just begun so you are just in time my friends. Step over here and you will be able to watch easily." His thin lips curled into a vibrant smiled and he gestured with his long slender arms for them to step in front of him.

"Thank you!" The Doctor replied brightly. "The Estarans are known for their kindness and generosity." He whispered to Donna.

"So I can rest easy knowing that we won't be arrested, chased, and or nearly eaten today?"

"That's right! Just a full day of festival fun!" The Doctor stated proudly.

"But I wore my best running shoes."

"Not to worry, I can put almost certain death on the agenda for tomorrow."

They both burst into laughter when they saw the confused look on the face of the Estaran woman next to them who had overheard their conversation. She smiled politely before taking a few steps in the other direction.

Stifling their giggles the Doctor and Donna let their attention fall on the gorgeous floats that lazily swam by.

After the parade the Doctor suggested finding something to eat. Donna wasn't surprised when he ran off and came back a few minutes later with a goofy grin and some sugary concoction the size of a football on a stick.

"What is that?" Donna asked as she examined the sparkling dough –like glob the Time Lord held up to her face.

"This," his grin was growing bigger with every word, "is an Estaran Lollipop! Or at least that's what I called them because I forgot what they're actually called, but anyways it's a delicacy on this planet that they only make for the festival."

"Yeah, but what is it?" Donna shoved his hand away; the sickly sweet smell was causing her appetite to quickly dissipate.

"Deep-fried sugar. Basically." The Doctor handed Donna the stick.

Donna took a small bite. Instantly she was overwhelmed by such an intense sweetness, it was on the verge of being bitter. Once she began to chew though the sugar began to melt and blend with the taste of the dough it covered. In the end whatever this was, wasn't half bad.

"It's better than it looks that for sure, but a little goes a long way." She handed him back the stick.

The Doctor looked pleased with Donna's reaction. He opened his mouth as wide as he could, about to take a very large bite.

"Oi!" Donna suddenly shouted at him. He froze, mouth gaping, millimeters away from sugary bliss. "I hope you're not planning to eat that whole thing. Don't you remember what happened last time you ate an ungodly amount of sugar?"

The Doctor averted his gaze guiltily, recounting his shameful behavior. "But Donna I already bought it. I can't just let it go to waste. And they only make one size. It's not my fault the Estaran like large portions!"

With her hands set firmly on her hips Donna stared the Doctor down. In return she received his trademark puppy eyes, begging her to let him keep it.

"You can keep it if you promise not to eat it all in one sitting! We were here to have fun, not go crazy!"

Hastily the Doctor agreed then sank his teeth into the glob. He then reached into one of his enormous pockets and whipped out a large plastic freezer bag to store the "lollipop" in.

"Now then, we still have time before the Falling Stars start falling so let's look around."

As the sky grew darker the locals began to make their way to an open meadow set on a peaceful hillside facing a purple mountain range.

Following the crowd Donna could help but to stare at the Estarans. Maybe it was her imagination, but they seemed to be glowing.

"Doctor, are they?"

"Yep" He answered with a pop. "See an Estaran's skin contains photonic pigments that retain light during the day and release it at night."

"So they glow in the dark? What like those plastic stars children stick to their bedroom walls?"

"Yeeah. Something like that. Same concept as glow-in-the-dark anyways."

They found a clear spot in the lush golden field and sat upon on a blanket the Doctor withdrew from one of his oversized pockets along with his "lollipop" from which he snuck a few more bites.

Estarans continued gathering on the hillside, their bobbing heads resembling paper lanterns. Finally it was dark enough for the festival to begin. Almost instantly the most vivid and breathtaking meteor shower Donna had ever seen lit up the atmosphere. The multitude of bright streaks fell silently, crashing down behind the mountains. It truly looked as if the stars were falling.

The Doctor soundlessly slid closer to his companion, watching the light dance over her face. "The Falling Stars Festival is a celebration of new life. The meteors are actually newborn Estarans. The babies are born on a spacestation above the planet and sent down in pods every year during this festival. "

"So Estaran babies are only born once a year?" Donna turned toward the Time Lord, concern suddenly clouding her beautiful features. "But how do the parents get their kids? What if the pod lands in the ocean or something? And how do they know if they are expecting a baby?"

The Doctor smiled at his compassionate friend, knowing she would ask these kinds of questions.

"Estarans are much different than humans. Couples who want children put in a request and are notified if they are receiving a child before the festival takes place. As for the pods, there is a nursery on the other side of that mountain range and the pods are specifically program to land there. Tomorrow parents can go and pick up their child, or children in many cases."

"Oh." Was all Donna could say as she took in the Doctor's explanation.

The two sat in comfortable silence watching the sky. As the shower of pods started to lighten, Donna again turn toward the Doctor who was still engrossed in watching the heavens to notice her staring. She leaned over and placed a chaste kiss on his cheek.

"This is absolutely brilliant. Thank you Spaceman."

Slightly startled he twisted he recovered quickly and managed to say, "You're welcome Earthgirl."

Fin