** Just a shout out to the amazingly talented the-untempered-prism, whose FanArt "First Zeppelin Ride" on Deviant Art (Argh, I can't get the direct link to show up but PLEASE go to Deviant Art and search First Zeppelin Ride, you will LOVE it!) inspired the last part of this chapter. I bow to your greatness!**

After lunch Jackie headed off to watch some telly in hopes that the remainder of the flight would go by quickly. They would be landing in a little under three hours, so if she could just find a good movie that would take care of it.

Meanwhile, the Doctor and Rose went to the promenade, a room in the zeppelin whose walls were mostly comprised of windows. They sat on one of the sofa like benches, looking out at the sea stretched out below them. Their conversation had grown easier over lunch and Rose was now feeling curious about the Doctor's life during their time apart.

"So what happened to you? After Bad Wolf Bay, I mean."

"Well, I met Donna, actually. Literally, seconds after the transmission cut off."

"Wait, what? But I thought she was the last person you traveled with before now. What about that other girl… Martha was it?"

"Oh, yes! Martha Jones! She was brilliant, she was, saved my life! Saved all our lives… blimey, now there's a story."

Rose stayed silent, giving the Doctor some time to gather his thoughts. It seemed as though he had been quite busy in her absence. The thought of him gallivanting around the universe with Martha Jones (she had been rather pretty) made her stomach clench.

Taking her hand in his, the Doctor smiled at Rose.

"I'll start from the beginning, yeah?"

"Go on then."

"Well, like I said… moments after the transmission cut off I met Donna Noble for the first time. She just appeared on the TARDIS! In her wedding dress! She thought I had kidnapped her." He chuckled, remembering how she had slapped him.

Rose arched an eyebrow. "She seems like the kind of person you don't want to cross."

"Ha! You have no idea… ah, but she was brilliant. We defeated the Racnoss Empress together that day. She was going to go down fighting, insulting the big ol' red spider to the very end, that Donna!"

"She saved you too that time, didn't she? Something happened under the Thames and you almost didn't make it out in time, right?"

"How… did she tell you that?"

"No, she didn't have to. I saw it for myself… One of the parallel universes I landed in when I was looking for you… I got there too late, and Donna hadn't been traveling with you. They didn't find you in time. You had died…"

Pulling her closer, the Doctor put his arms around Rose. She snuggled up against his shoulder and took a deep breath, trying not to let that awful memory overwhelm her.

"Oh Rose… I'm so sorry you had to witness that."

"A lot of terrible things would have happened without Donna. I saw them all… So many timelines converging on her in my search for you. I didn't understand why at first, but she was central to, well, everything really. I wish I could have spent more time with her. I bet we'd all have a lark together, yeah?"

The Doctor smiled vaguely. "Yes, we would have."

"Still, I'm glad he has her to keep him company. I can't think of anyone better. H- he'll be alright, won't he? I mean, she was good for you wasn't she?"

The Doctor remained silent, turning his head away from Rose and looking out the window. He didn't want to tell her.

"Doctor?"

Still not facing her, he replied, "Yes, she was good for me. She knew about you… and she understood. Donna grounded me; she brought me back from a very dark place. She was my best mate."

"I'm sorry, I know you're going to miss her very much." Rose gave his hand a gentle squeeze.

"Yes… we will." He let the phrase hang in the air, waiting for Rose to pick up on it. The Doctor knew he couldn't keep this from her, she needed to know.

"We? Wait, why we? He said they would be travelling together. What, he's not going to drop her off in some parallel universe too, is he?" she asked, half-jokingly, though it wasn't remotely funny.

"No, same universe." Unable to sit still and not sure if he could bear to watch Rose's face, he stood up and started to pace.

Anger started bubbling up within her. Apparently she was not the only one he had left behind today, discarded like an old toy that had lost its novelty and needed replacing.

"Oh, I see… so the TARDIS isn't big enough for two Time Lord brains, yeah? Well of course, now it makes sense, dropping you off here with me then turning around and giving Donna the boot too!"

"Rose."

"Can't stand not being the only genius at the party, can he?"

"Rose, he-"

"Spend YEARS jumping through parallel universes to find him and no, not good enough. Save him from himself and countless other dangers AND the whole of the multiverse too and nah, don't want her either. Of course not, he-"

"ROSE!"

Startled, the rest of her rant fell silent. She looked up at this new Doctor and what she saw made her stomach drop. He stood there, fists clenched and chest heaving. His face was set in that cold, unfeeling mask he had worn so often when they had first started traveling together, though his eyes had been blue then. It had been so long since she'd last seen that expression, and as she sat there not five feet from him, she felt a shiver run down her spine.

The Doctor said nothing, trying to reign himself in. She was justified in her anger, though in this particular accusation she was so very mistaken.

Rose watched as he closed his eyes and took a few breaths. She wasn't quite sure what to do or say, but having never been afraid of this man, not even when he was the Oncoming Storm, she got up and approached him quietly. Taking his clenched hands in hers, she pried them gently open and interlocked her fingers with his.

When he finally opened his eyes, they were shining with tears.

"He had to leave her Rose. She would have died otherwise. He had to make her forget him and then he had to walk away to keep it that way."

Not understanding a word he was saying, she shook her head. "I don't… Doctor, what do you mean she would have died?"

Taking her back to their seat, he sat them down and began to explain the two-way biological metacrisis and how it would affect Donna's mind. She had started showing signs of markedly rapid neuronal breakdown as the TARDIS had flown the Earth back home and knowing himself better than anyone else, he had guessed what it meant would have to happen. There was only one way to save Donna Noble.

"So she had to forget? Everything? All her travels with him, everything she'd done?"

"Everything."

"But what about you? I mean, you're fine!" A thought suddenly hit Rose and her eyes were enormous saucers on her now terrified face. "You are fine, right? You're not going to-"

"No, no, that's not happening to me Rose! I'm perfectly fine, I really am. I promise."

Relief overwhelming her, she buried her face in her hands and wept. She could not lose this man twice in twenty four hours.

The Doctor gathered her up in his arms and quietly explained the differences between a Time Lord consciousness being unable to reside in a human mind as opposed to his mostly Gallifreyan physiology playing host to a few human quirks.

Caught between relief for herself and sorrow for the woman who had been instrumental in not only saving the multiverse but also helping her find him again, Rose hadn't quite yet processed what all this meant for him… the other him.

When she stiffened in his arms, the Doctor knew that it finally had.

Wrenching herself from his embrace, Rose stood up and walked away, unable to look at him.

"He lied to me. He refused to say it and then he lied to me."

The Doctor signed and rubbed his face with a hand.

"Rose… he didn't want you to worry. He wanted us to have the best chance at making this work. Would you have let him go otherwise?"

This was all too much to take in at once.

"I didn't let him go! He gave me no option, this was not my choice!"

Her words stung, but the Doctor knew she was hurting not only for herself but for the other Doctor as well. This time it was he that got up and went to her, wanting to calm her anger and take her pain.

Sitting her down again he wrapped his arms around her once more and rocked her gently.

"He's alone. After all this and he's all alone," she managed to get out between sobs.

Not knowing what to say to comfort her, he tightened his embrace and planted several gentle kisses along the top of her head. As the minutes wore on and her tears failed to subside, the Doctor wondered if he would ever stop causing this amazing woman so much pain.

Eventually, however, Rose wore herself out and fell into a fitful slumber. She had been curled up against him on the bench, but as her body relaxed, she stretched her limbs out and eventually ended up laying half on his lap, half on their shared seat.

The Doctor held her as she slept and eventually he too succumbed to the emotional exhaustion of the day.

As the moon and stars came out and the last of the pink tinged sunset faded away, Rose began to stir. When she opened her eyes she was staring into the lapel of the Doctor's blue suit. His chest rose and fell slowly and when she looked up at his face, she saw that his eyes were closed; head slightly bowed resting on hers. His arms were still around her, one hand resting against her back and the other draped over her waist.

Rose brought her left hand up to his chest and in a gesture that was starting to become as familiar as it was comforting, grounded herself as she focused on the steady beat of his singular heart. This had been a very long day, filled with just as much hope as it had been with additional sorrow. She was so very tired of the constant state of heightened emotions that had been overwhelming her over the past twenty four hours.

Learning of Donna's fate had been crushing but the implications for the Doctor, her Doctor, had completely broken her. If there was one thing that caused her more pain than losing him, it was knowing that he was out there somewhere, all alone. It was beyond cruel that the man who always did so much for so many would have to lose those closest to him in doing so. This Doctor, the one in the blue suit, had explained that while walking away from her had been one of the hardest things he would ever do, he would be comforted in knowing that she had a chance to be happy here. The Doctor and Rose Tyler, as it should be. Rose had found similar comfort in thinking that he had Donna, a perfect best mate, able to put him in his place and complete with a matching Time Lord mind.

But now she knew this was not the case.

A hand ghosting softly up and down her back alerted Rose that the Doctor was awake. Unable to look him in the eye just yet, she snuggled into his chest and whispered, "What's he going to do now?"

The Doctor contemplated her question for a moment. Then he brushed aside some strands of hair away from her face and replied, "The same thing he's always done, keep traveling… When you live for hundreds of years, Rose, heartache becomes impossible to avoid. Why do you think it was so hard for me to stay still? As long as you're running, it makes it easier to keep from looking back."

Not knowing if that had made things better or worse, the Doctor just hugged her tighter.