Rose couldn't help but grin. She shouldn't feel this smug. It must have been a rather unpleasant shock for him but part of her just wanted to smack him and say, "I told you so!" The other part of her, however, wanted to rush to him and hold his hand.

Still not responding to the fiery ginger in front of him, the Doctor turned to shoot Rose an incredulous glare. She knew. Rose knew! How could she not have- oh. OH. Heat flushed his face and his scowl quickly vanished, replaced instead by a look of chagrin.

Rose softened and went to him, threading her fingers through his and giving his hand a reassuring squeeze.

"Well? Anyone going to tell me what that was about?! And you, stop it with the staring!"

Rose laughed. "Sorry Donna, yes, this is the Doctor. And I'm sorry, we hadn't gotten the chance to talk about you being here. He didn't know."

"Oh. Well, alright then...Yes, hello I'm Donna Noble. Obviously not your Donna Noble… I wouldn't be daft enough to go flying around in some crazy blue box with an alien!"

The Doctor gawked again.

Realizing what she had said, Donna glanced quickly at Rose and grimaced. "Oh, sorry Rose. I didn't mean it like that…"

Rose just shook her head and smiled.

Suddenly the Doctor let out an almighty, "HA!" He then doubled over in laughter and had to take a few steps forward, holding onto the desk for support. Donna rolled her eyes again, looking at him like he was mental.

Rose grinned. She hadn't been sure how he would react but she certainly hadn't expected this.

Pete suddenly emerged from the first door down the corridor off to the left. He looked around confused and then arched an eyebrow at the grown man still cackling like a hyena, clutching the receptionist's desk for support.

"Everything alright? I thought I heard…" He looked at the Doctor with a mixed expression of amusement and concern.

"Yes, we're fine Pete. Come on, Doctor, I'll explain in my office, yeah? Come on!" She had to tug at him to force him away from the desk where he was still laughing. Quieting down, he shot Donna one last manic grin and let Rose lead him away.

Pete closed the door behind them and they all sat down. The Doctor rubbed the back of his neck nervously, remembering all of a sudden his behavior on the way there and feeling quite the fool for it. He looked over at Rose, contrite, and began to open his mouth to apologize but she gave a slight shake of the head and a small smile.

"We'll talk about it later, ok?"

He nodded, looking a bit relieved. He wasn't too keen on having that conversation in front of Pete.

"So… I see you've met Donna. I'm assuming Rose-"

"No, I didn't… we hadn't quite gotten there yet when you called and then… well, we just didn't get to talk about it before coming up here."

Pete looked surprised at that statement but went on. "Oh. Well then, Doctor, as you can see there is a Donna Noble in this universe. Rose tells me she is quite similar to the one in yours?"

His mood suddenly quite somber, the Doctor furrowed his eyebrows. "Yes, she seems to be. At least at first glance. But… has she always worked here? For Torchwood? That would be quite the coincidence." He crossed his arms and settled back in his chair, waiting for an explanation and wondering if he'd like it very much.

Pete and Rose exchanged a quick glance.

"Well, not strictly speaking, no. When Rose started encountering your Donna on her jumps with the dimension cannon I thought it might be helpful if we could interact with this universe's Donna Noble on our end… yours didn't exactly seem to be the most cooperative person at first and Rose needed to learn how to best gain her trust."

The Doctor was right, he didn't really like where this was going at all.

Sensing this, Rose spoke up. "We offered her a job here which she accepted freely. Torchwood is not secretive in this universe, you know that, so she was happy to come on. I'll admit, we didn't tell her right away and she was furious when I did, but she stayed anyway and was extremely helpful and forthcoming."

"So she knew then… Everything you were doing with Donna? And she was perfectly ok with essentially being a lab rat under observation?"

Rose tried very hard not to roll her eyes.

"Yes Doctor, she knew. She is extremely bright and naturally curious. It's what prompted her to accept our initial job offer in the first place. Even before she knew, she was always asking about my missions and what I was working on. So after she got over the initial anger at our… ulterior motives, she was keen to help out and be a part of the task. She talks big, you know, but really I think she's quite chuffed that an alternate version of herself was running around saving planets and exploring the universe with you."

The Doctor paused to consider this. It did sound an awful lot like his Donna. He still didn't like the way they had gone about it, but couldn't blame them for trying. How many people had he lied to over the centuries to get the information he needed to solve a problem?

Rose could see his wheels turning and offered up an apologetic smile. "I'm sorry you had to find out this way… but really Doctor, Donna loves it here and has stayed of her own free will. When I told her, she knew she was free to leave Torchwood at any time, and honestly I expected her to. But she didn't, she wanted to stay. We've become good friends, even. I can see why you loved traveling with her, they are quite spectacular, both Donnas!"

The Doctor couldn't help the grin that suddenly sprung across his face. Yes, Donna Noble truly was amazing. A tiny spark of hope began to grow within him, perhaps he hadn't lost his best mate after all. It would be a bit odd at first, as they technically were strangers to each other, but if what Rose had said about her was true, then perhaps he and this Donna could grow to be friends as well. She could never replace his Donna, of course, but it might just ease the pain a tiny bit. A new understanding of some of what Rose must be feeling dawned on him.

"So she knows about me? Everything?"

"Well, yes… I felt comfortable telling her most things. She wanted to know what it was about you that had made an alternate version of herself fly off with an alien in a blue box!"

The Doctor chuckled. "Well, I bet I'll get another slap when I tell her she was initially kidnapped on her wedding day!"

Rose raised an eyebrow, a curious grin on her Doctor winked at her and she knew she was in for an interesting story later.

Clearing his throat, Pete spoke up. "Well, glad that's settled then. Now, about your documents, Doctor…" He opened up a manila envelope and began withdrawing from it documents that would establish the Doctor's identity. He handed them over, one by one to be inspected.

As the Doctor looked over his driver's license & passport (how had they even gotten a picture of him?) birth certificate and a myriad of other physical proofs of his existence on Pete's World, he felt an uncomfortable sense of finality to it all. Something within him suddenly raged at the feeling of being caged, the possibility of being rooted to this one place and time… forever. The room abruptly became far too warm and stuffy. He unexpectedly found it hard to breathe.

Rose had been watching him carefully and noticed immediately when his face suddenly took on a desperate sort of look. He dropped the papers onto the desk in front of him, his fists balling up, knuckles turning white. Rose could see his chest starting to rise and fall at an alarmingly fast pace. She looked at Pete and gave an almost imperceptible shake of the head. Taking it as a cue, Pete rose from his chair.

"Well… I suppose you two have some things to talk about. I'll just be off then, come and find me if you need anything." With that, he quickly walked out of the room and closed the door behind him.

Rose extended a hand, resting it gently on his arm.

"Doctor… are you alright? Look at me."

Turning his head slightly, his eyes locked onto hers and he tried to calm down. He had never experienced this in his Time Lord body. Burying his emotions, denying them any power over his mind and physical body, that is what he had always excelled at. This feeling of his body rebelling against him, heart racing, lungs not taking in enough air, and a crushing weight on his chest… this was all very foreign to him and he didn't quite understand what or why it was happening. His eyes widened as he began to feel more and more like he was suffocating. Unknowingly, his hand reached up to pull on the collar of his jumper, determined to loosen its vice like grip on his throat.

Rose stood and gently pulled him up with her. She took his hand off his collar, placed it over her heart, and held it there while she held the other one tightly with her other hand.

"Doctor, look at me. I need you to focus, yeah? Look at my eyes."

Rose's voice sounded so very far away. It was like he had cotton balls stuffed in his ears all of a sudden, but she persisted and he finally understood and locked his eyes on hers, stopping his frantic scan across the room.

"Alright, good… now breathe with me, ok? Try to time your breaths with mine. Can you feel them?" She pressed slightly on his hand, over her chest.

He looked down for a moment, focusing on her hand upon his, and tried to zero in on what he was feeling beneath his own hand. It took a few seconds, but finally… there it was, the gentle rise and fall. Clinging to it like a lifeline, he closed his eyes and tried to match his breaths with hers.

Rose remained quiet, rubbing soothing circles with her thumb onto the hand she held, and continuing to put gentle pressure on his other hand over her heart. She took slow, deep breaths and watched as his chest gradually began to mimic the rhythmic rise and fall of her own.

When the tension on his face and shoulders slackened, and his breathing had quieted down, Rose gently gathered him in her arms and placed a soft, feather light kiss upon his lips. She felt his mouth twitch slightly under hers, and a long quiet breath escaped his lips before he smiled in relief. He rested his head on her shoulder, turning his face into her neck. Rose reached up and began to softly play with his hair. They stood there, arms around each other, for a little while longer.

"Better?"

Pulling away slightly, in order to look at her, he smiled sheepishly. "Yeah… a bit. I- I'm sorry, Rose… I don't know what just happened. I've never-"

"Shhh… it's ok. You just had a panic attack, Doctor. I could see it coming on before you even knew what was happening. I'm sorry."

The Doctor frowned. Panic attack. That sounded so… repulsive. Time Lords didn't have panic attacks. He felt shame and disgust and wanted to crawl out of his skin.

Sensing his anxiety climbing again, Rose put a hand up to his face, cradling his cheek.

"Doctor, shhh… I know this is quite new to you, this human side of yourself, but it's ok. These things happen, yeah? I had them all the time when I first got here. I can help you."

What she meant as a comforting statement only made things worse, as his thoughts turned even more turbulent. Remorse and guilt threatened to overwhelm him as he pictured Rose, his beautiful Rose, having these panic attacks because of him. Because he had refused to breach the void again to come back for her. Tears stung his eyes.

"Rose… I'm so sorry… I wish I could have-" His voice failed him as his breaths became ragged again. All he could do was crush her to him.

Realizing her mistake, Rose rubbed soothing circles across his back and pulled one of his hands back to rest over her heart again.

"It's ok, Doctor, really. Please, don't torture yourself about that, yeah? It's alright now. Come on, breathe with me, ok?"

She pulled away slightly to give their chests more room to expand. He closed his eyes once more and it broke Rose's heart to see tears rolling down his face. She wished she could take his pain away, but knew from experience that it was just not possible. So she focused on easing his body's tension instead.

"That's right, just like before. Match my breathing."

With the hand that was not holding his over her chest, Rose reached up and wiped away his tears. She stood up on her tip toes and placed a kiss on each eyelid, and then his nose, and then each corner of his mouth. His breathing quieted down again but when he slowly opened his eyes, they continued to silently implore her forgiveness.

Sensing the need for a change in tactics, Rose stepped a bit closer to him, and quietly spoke. "I know this side of being human is not fun, Doctor, but having this body can't be all bad?"

Confused, he furrowed his eyebrows, not quite understanding her meaning. But then he caught the mischievous glint in her eyes as she reached up and threaded her hand back into his hair, pulling his face down closer to hers. He closed his eyes again as she kissed him once more, softly at first, her lips smiling as they gently danced over his. Gradually he felt her grow bolder, her other hand snaking around his waist and settling on his lower back, applying gentle pressure towards her. Her lips became more persistent as they left his and began their attentions on his jaw and neck, working their way down to the hollow at the base of his throat, just above the v-cut collar of his jumper.

Unable to form an intelligible thought, the Doctor just tightened his arms around her and marveled at the new and quite intense sensations Rose was causing this body with human hormones to feel all of a sudden. As a full Time Lord he had always found Rose physically attractive, extremely in fact, but he had never felt anything like this before. Just as he started to feel his legs begin to weaken, Rose worked her way back up to his lips and gave him the most magnificent snog of his entire nine hundred plus years of life… or memories of that life, anyway.

When they broke apart, the Doctor opened his eyes again and was greeted with his most favorite Rose smile. Bringing her hands back down to rest on his chest, she gave him on last soft peck on the lips and then asked, "Better?"

Not being able to help himself, he beamed down at her like the maniacal fool he was. "Oh yes!" he replied in true Doctor fashion.

Rose giggled softly and hugged him tight. The Doctor encircled her waist with his arms again and placed a soft kiss on the top of her head.

"Thank you Rose… you always know how to make me feel better."

"Any time, Doctor."

Pulling back, he eyed her with a mischievous and slightly hopeful grin of his own. "Any time? We can do that again? Really?"

This time Rose threw her head back as a loud laugh bubbled up out of her. "Yes, of course, you big idiot!"

Smiling smugly, the Doctor pulled her into a snog of his own and as they began to acquaint themselves with this new and more physical side of their relationship, the Doctor managed to think to himself that panic attacks and all, having a part human body might not be that bad of a thing after all…