"So, what do you want to do now?" the Doctor asked Rose as he flipped a lever on the TARDIS so that they were parked in the vortex.

"I don't know about you," Rose said with a yawn. "But I'm a little tired. I think I might just call it a night."

"Oh," the Time Lord frowned. Rose glanced up at him from where she was sitting on the jump seat and saw him looking down at his feet with a dejected look on his face.

"Or I don't have to go to bed…" Rose tried again.

"Really?" the Doctor's head whipped up to look at her with a smile.

"I'm not super tired," Rose laughed at his overly happy reaction. "I could stay up with you for a bit. Not to go traveling, but to watch a film or something."

"Oh, oh, movie night in the TARDIS?" the Doctor said excitedly, practically bouncing up and down now. Rose shrugged her shoulders with a smile. Grinning widely, the Doctor went over to Rose and pulled her up from the jump seat.

"How 'bout this: you meet me in the comfy TV room—you know the one with the pillow futon and blankets and other pillows where we can snuggle up and get comfy, hence the name—in, say, ten minutes?" the Doctor proposed with a smile, his hands on Rose's shoulders. "After you've gotten in comfier clothes, like you jimjams—I think I'll get into mine—so we can have maximum comfort and I'll get some snacks and we can watch The Lion King! How's that sound?"

Rose giggled and nodded, "That sounds fine!"

"Great!" the Doctor said and pulled Rose close to give her a quick hug. "I'll meet you there!"

Then he released her and went scampering off into the TARDIS, leaving Rose behind giggling to herself.

—

About fifteen minutes later (the Doctor took an extra five minutes to actually find the movie that was buried under a stack of other Disney films), the two of them were stretched out together on the long futon as the movie played. Rose was curled up in the Doctors side, while he had an arm around her shoulder. They both had a mug of tea in their hands and a thick blanket covered their feet.

"This was such a good idea," the Doctor said to Rose as he gave her a little squeeze. "Watching one of the greatest movies of all time with probably the greatest friend of all time."

"Mmm," Rose hummed. "It was a good idea, thank you. But you're gonna miss the movie if you're talking."

"Oops, sorry."

The Doctor stayed silent for a while as they watched the movie, only making sounds when he laughed with Rose at some parts. They finished their tea during "I Just Can't Wait to be King" and by the time that Scar's plan was in motion to kill the king, Rose was starting to doze off, her eyes closing. The warm tea in her belly and the warm Doctor holding her had made her sleepy again.

She was just about to fall into a deep sleep when she felt the Doctor shaking beside her. Opening her eyes again, she looked up to the Doctor and saw that he had tears trailing softly down his cheeks. A feeling of alarm hit her at first, but then she glanced over to the television and realization met her. It was Mufasa's death.

"Hey, it's okay," Rose murmured, wrapping her arms around the Doctor's middle. "You know it gets better."

The Doctor let out a choked sob and gripped Rose tightly, burying his face in her hair. She rubbed his back gently, trying to console him.

"But Simba is just so sad!" the Doctor cried. "He thought his dad would always be there for him, and, and, and he doesn't even get to say goodbye!"

"Shh, I know, I know," Rose said. "But it'll be okay. Just watch."

The Doctor let out a whimper, but turned his head back to the TV. Rose placed a gentle kiss to his cheek before settling down to watch the movie again. She didn't see the smile that crept on his face after she did this.

The Doctor stopped crying when Timon and Pumbaa came onscreen, letting out little snickers into Rose's hair. He made Rose sing with him when the "Hakuna Matata" song came on. Rose tried her best to sing along but had trouble getting out any words through her laughter as the Doctor sang in a high pitched or low, opera singer voice.

"You know, Rose," he said after the song finished. "I need a good catch phrase. I don't really use 'fantastic' anymore. Maybe I should say 'hakuna matata!'"

"Oh, don't you even start," Rose rolled her eyes with a giggle.

When "Can you Feel the Love Tonight" played, the Doctor stayed mostly silent. He made a few hums every once in a while and hugged Rose a little closer to him. The rest of the movie went by well with no Doctor distractions (well, he did shed a little tear again when ghost-cloud-Mufasa came back and squeezed Rose a little too tightly). Rose snuggled into his side, trying to keep herself awake to see the end. Maybe it wouldn't hurt to close her eyes for a bit…

"Rose?"

"Hm? What?" Rose yawned and shook her head.

"The movie's over," the Doctor smiled at her and Rose turned her head to see the credits rolling. "You fell asleep right before the big battle."

"Oh," Rose said. "Sorry."

"It's alright," he chuckled. "You're tired, you need sleep. But thanks for staying awake for the most part to watch this with me."

The Doctor leaned forward to kiss her forehead. Rose let out a little hum and smiled, "I like watching movies with you. And you should never watch The Lion King alone."

"Yeah that's true," the Doctor said as he wrapped his arms around her fully. "I need someone to cuddle when it's that particular scene."

"Mmhmm," Rose hummed. "And I am great for cuddling."

"Yes you are."

The Doctor reached out to pull the blanket around their shoulders more and pushed some of the pillows around on the futon. He moved so that he could stretch out and lay down.

"Are you planning on sleeping here tonight?" Rose smiled down at him.

"Yup," he said. "Don't plan on moving anytime soon. Care to join me?"

"Maybe," she smiled. He outstretched his arms to her and returned her grin. Rose laughed and laid her head on his chest, her arm wrapping around his waist. The Doctor hugged her against him and let out a happy sigh. They didn't bother turning off the television as the two fell asleep in each other's arms.