"Donna! Hurry up or you're going to miss the shimmerfalls." The Doctor stood by the door to the Tardis, bouncing excitedly on the balls of his feet while he waited.

"I'm coming!" Came the grouchy reply, followed by even more muttering that he knew he was meant to overhear. "Lord of time and bloody space, and you can't give me more time to get ready. Fat lot of use having a time machine if you ask me."

The Doctor grinned at her words. They had rested for a few days before coming to Cotter Palluni's World, taken some much needed down time before he would delve into her training in earnest. Her mind needed the distraction, and the lightning skies had been the perfect place for her to reset herself.

He knew all too well how painful it would be for her when the hard work finally started, but he would be with her every step of the way making sure that she didn't falter or fall too hard. Rubbing his hand over his face, he couldn't help the sigh from slipping through his lips.

Once again, another person's life irrevocably changed because of him and his actions. This person at least, he would be able to help make sense of that change. For once, he was finally going to be able to walk that path with someone through it all.

"Okay, I'm ready."

He looked up at the sound of her voice and felt his jaw drop in shock. She stood by the console, a vision in emerald. Her hair was done up, but curls cascaded down onto her bare shoulder. She wore an emerald gown of some gauzy fabric, gathered at the bodice before flaring over her legs. When she moved, her pale thigh flashed through a high slit, causing him to swallow convulsively before looking up into her eyes.

She stood there and let him look his fill, for once feeling as beautiful as he had always said she was. She had on a simple one piece bathing suit beneath the dress, just in case they were going to go for a swim.

He was also wearing beach clothing, a pair of black swim trunks and a rather hideously bright button down shirt complete with flip flops. Maybe they actually would get to the beach this time, and hopefully it wouldn't turn into some universe ending mayhem along the way. That was always a crapshoot with him.

His smile was brilliant as he held out his hand to her. "You look absolutely gorgeous!"

She grinned in reply before taking his hand and letting him lead the way out of the Tardis. The ship was parked in a little grove of trees off the main path, but the sound of the ocean was not too far away.

She looked up at the sky, once more amazed that she was standing beneath an alien sky. The twin suns were just beginning to set and the sky was already fading to the deep purple of twilight. The smudge of the galaxy's center was high overhead, but it was the faint shimmering through the atmosphere that captured her attention.

She clung to the Doctor as he led the way down the path, unable to take her eyes off the amazing sight. "The show really gets going when the suns are fully down. The shimmerfalls are the first to start right at dusk, then the skies truly catch fire."

He looked down at her, smiling softly at the look of wonder on her face. For once, he had finally gotten her to that beach like he had promised and he was happy that she was enjoying it. He had helped her to build the barriers in her mind before telling her to get ready. He could maintain them easily enough for her, but he wanted her to get used to building those barriers on her own. He had carefully walked her through the steps, how best to shore the barriers up and how to maintain them against unwanted noise.

She was still hesitant when she felt the brush of his mind against hers, a holdover from when he took her memories from her. He hated it when he felt that instinctive recoil, hated it because he knew that she had every right to still be afraid of him. The fact that she was there at all was a miracle to him, one he vowed to cherish with every waking moment.

He hadn't wanted her to dive right into her training just yet, her mind had needed the break and her body had needed the time to heal before delving into all that. It would be painful and traumatic, and much as he hated it, he would be hurting her in the process. She would need to have those barriers tested, she would need to know what an attack felt like and he was not about to let another being run around inside her head.

Grimly pulling himself away from those thoughts for the time being, he brushed against the walls in her mind for just a moment to make sure they were holding before he turned his attention to the path ahead.

The light was rapidly fading from the sky, the shimmer becoming more prominent with each moment. They rounded a curve in the path and paused as they looked out over the glittering expanse of the ocean before them.

She couldn't contain the squeal of delight as the sky above the ocean exploded in a blazing rainbow of light. It was filled from horizon to horizon with dancing ribbons of incandescence, looking exactly like a shimmering waterfall in the sky. "Oh Doctor, its amazing! I've never seen anything like it."

He smiled down at her as he pulled her further along the path. "The show is just getting started. The shimmerfalls fade after a little while, but then the lightning takes over." The beach was surprisingly empty the further they walked, given the amazing show overhead. She smiled as she saw the beach umbrella with two blue beach chairs beneath it, wondering when he had had time to prepare all of this. He led her right to the chairs and smiled as he motioned for her to have a seat and enjoy the show.

With a soft smile, she settled into the chair and kicked off her sandals to wriggle her toes in the sand. He settled in beside her, letting his eyes roam over her before turning back to the view before him.

He was happy to see the look of contentment on her face, for once the peace that she was finally able to enjoy.

"When are we going to start on my training Doctor? You said it was imperative that I learn how to control this ability."

He let his head fall back at that, looking at the underside of the umbrella before responding. "When we leave here. You needed the break Donna because I won't lie, it is going to be intense."

He looked back to find her staring at him with a question in her eyes. "It is also most likely going to hurt. It is going to be hard and at times it will be frighteningly intimate."

"I think we've already experienced that, Doctor."

His answering smile was a touch wistful as he murmured. "That we have, but this will be different. I will be in your head, I will be the one having to hurt you so you can understand how better to protect yourself." With a grimace, he rose to his feet to stare out over the glittering ocean, for once completely oblivious to the world around him. "I will be the one having to attack you, I will know you better than you will know yourself in the end."

He jumped when he felt her hand slide into his, her other hand coming up to rest on his arm as she looked up at him. "Hey, I knew it wasn't going to be easy but I have no choice have I?"

His dark eyes bored into hers as he shook his head. "No, you don't. I wouldn't have wished this on you Donna, I'm so sorry that it has to be done."

"The alternative was worse Doctor, it was way worse. Trust me on that."

He nodded, remembering well the feel of her sorrow over what he had done to her. She was right, the alternative had been way worse.

She tugged on his hand, leading him down towards the lapping waves so that they could walk further along the shore. "Enough serious talk, we're here to relax for a little bit."

He laughed as he let her lead him down the shore, the lapping waves licking at their feet as the skies continued with their show.

The daylight was almost completely gone from the sky now, the lightning began to cascade through the shimmerfalls in earnest. It came in huge sheets across the heavens, multihued blankets of color blocking even the shimmerfalls for a moment before fading.

He loved the look of wonder on her face, the feel of her joy at the beauty finally soothing some of the regret in his soul. Her hand slipped out of his as she took off down the beach at a dead run, her laughter trailing behind her as she just reveled in being alive and being herself once more.

With a laugh he lunged after her, feet pounding through the surf as she looked over her shoulder. The smile on her face was intoxicating, her mind reaching out to his with a soft feeling of gratitude before she put on a burst of speed in order to stay ahead of him.

The thrill of being able to run without fear for their lives filled him as he pounded after her. His hearts swelling with happiness, even as he closed the gap and grabbed a hold of her.

She spun about, blue-green eyes sparkling up into his before playfully pushing him backwards into the waves.

With a cry he fell hard, the waves crashed over him and sent him spluttering even as he reached up and pulled her down with him.

Her laughter stopped instantly when she fell against him, eyes suddenly stormy at the heat of his body against hers.

His eyes burned into hers, the playfulness of the previous moment gone in an instant as his lips descended to claim hers in a searing kiss.

Her mind whited out at the touch of his lips, the coolness of the water around them did nothing to still the fire that instantly raged inside her. Her hands rose of their own accord to lock around his neck, pressing herself closer when she felt the sweep of his tongue against her lips.

The Doctor pressed her down into the sand without breaking the kiss, his mind was lost as it reached out to twine about hers. He couldn't get enough of the taste of her, his tongue brushed against her lips asking for more and groaning when they parted beneath him.

She arched up into him, quivering as she felt the weight of him pressing her down. Oh god, she had been a fool to deny herself this. His mouth tasted of the stars, his body over hers intoxicating to near madness. She couldn't get close enough, her soft moans swallowed by his ravaging lips.

The Doctor let his hand sweep down her side, learning the feel of her and how she fit so perfectly against him. He groaned at the heat burning through him, his body coming alive for the first time in far too long as she moved beneath his touch. His lips travelled down her neck while she arched her head back, tongue licking the moisture from pale skin as his mouth began to move lower.

She moaned and arched up against him, eyes sliding closed as she was swept away on a tide of fiery sensation. Her body was on fire, her mind hopelessly entwined with his as they were both swept away by the shocking wave of passion that had instantly flared between them.

They had both waited so long for this, both hadn't even realized that they had wanted it before everything had changed between them. Nothing else would do, and she knew now that the running was finally at long last over.

A huge wave crashed over them, causing the Doctor to splutter as he suddenly came back to reality with a snap. She sat up with a laugh, looking around and pushing sopping hair out of her eyes.

He lay back with a groan, looking up at the skies overhead as he tried to still his racing hearts. "Not on a bloody beach, not like this." He said with a self-deprecating chuckle, before he got to his feet and held out his hand to help her up.

She grinned as she looked up at his eyes, her hand entwining with his while she got to her feet and leaned against him. Fingers reaching up to brush sopping hair off his forehead, she murmured. "I don't know, sex on a beach has always been a fetish of mine."

She turned about with a laugh at the searing look that flashed across his face, striding back up towards the beach umbrella and picking up a towel to dry herself off.

"That is SO not fair!" He called after her, before following her back to their umbrella. He grunted as she tossed a towel at him. His mind stormy as he tried to figure out what had just happened, and where to go from there.

She was muttering about the sand and salt on her, he thought she looked absolutely stunning all disheveled knowing that it was because of him. He dried himself off the best he could before stepping close and taking her into his arms.

She looked up at him, feeling herself falling into the fathomless depths of his eyes as he just looked at her. His finger rose up to brush across swollen lips, eyes following the motion before rising to hers. "I don't regret this, not for one moment. But I want it to be right, and on a beach like a teenager is not right for our first time."

She smiled softly at that, kissing the finger that was slowly driving her out of her mind before she rose up and wrapped her arms about his neck. Pressing close against him, her lips found his quivering when he pulled her close with a groan.

She lost herself in the feel of his mouth against hers, her mind floating away on a sea of sensation before she pulled away, thrilling at his look of fire. "Good then, because I for one don't regret a thing Doctor."

He smiled softly and took her hand, guiding her to the chairs and motioning for her to sit, before joining her in his chair. Her hand reached out to his, fingers entwining as they both leaned back and enjoyed the show overhead.

They sat long into the night, talking about the past and the future, getting to know each other again and relishing the fact that they were finally able to be together once more.


Donna woke to the gentle hum of the Tardis about her, her hands rising to rub the sleep from her eyes as she thought of the day ahead. She had wanted to stay on Cotter Palluni's World for longer than a day, but the Doctor had been his usual restless self and they had left the next morning.

It had been a wonderful and much needed day of relaxation, when she hadn't had to think about how things had changed and how all too soon her mind would be violated all over again. She shuddered as she thought back on that fateful day all those months ago, when she had lost everything and her world had been turned upside down.

They still had a long way to go, so much ground to recover and trust to build between the two of them once more. She sighed as her mind flashed back to the feel of his lips against hers, the delicious weight of him pressing her into the wet sand beneath them. She hadn't wanted him to stop then and she honestly would not have cared if it had been on a beach.

It had frightened her, the way everything had seemed to just fall into place in that moment of time. How finally all the running had come to a sudden crashing halt in the blink of an eye. It had indeed been heavenly, and the memory seared through her even now. But it had been too fast, and over far too quickly, leaving them both wanting so much more yet hesitant at the same time.

Where would they go from here? Better question, when would they finish what had started on that distant beach?

She snorted softly as she began to get dressed for the day. "Look at me, pining like a lovesick kid." She muttered to herself, pausing as she realized with a sudden flash that she really did love that crazy alien.

He had said that it couldn't be the same between them, and he had been more than right about that. She just hadn't expected it to change so quickly, or herself to feel so conflicted about the sudden cooling of their ardor on that beach.

She honestly had not known how or when their relationship had started to change, she remembered all too well when she first started traveling with him that she had had no desire to have that sort of relationship with him especially when he had been so torn up over the loss of his previous companion.

He had quickly become her best friend while they travelled through the universe and she had realized very quickly that she had wanted to travel with him forever. Now though, that dream was becoming a reality in more ways than one and she found herself nervous for the first time in a very long time.

Pulling her hair back into its usual ponytail, she ran her hands down her sides as she gathered her courage and stepped out into the corridor beyond.

The Doctor was leaning against the wall opposite her door, a soft smile lit his features when she emerged. "How long were you waiting?"

He shrugged as he murmured. "Not long, I was wanting to give you as much rest as possible actually." He pushed off the wall and walked up to her, dark eyes filled with concern as he asked. "Do you feel up to this today?"

She looked up into his eyes, moved by the worry and concern that she saw there. "Yeah, about as ready as I ever will be I guess."

He nodded before holding his hand out to her, eyes uncertain as his mind flashed back to what had happened on that distant beach. He didn't like this feeling of uncertainty that hung between them now. They had unfinished business and they both knew it, but he didn't want to rush her especially not when she was just finally coming to trust him again.

So he had backed off before they had both gotten in too deep, though it had nearly killed him to stop when he did. He hadn't slept well that night knowing she was just down the hall, and that was why he had wanted to get off world as soon as possible.

Her hand slipped into his, fingers curling about his as she let him lead her down the hall. She looked up at him, for once unable to read the expression on his face. "What's wrong, Doctor?"

He paused before the door, his other hand rising up to rest on it as he considered his response carefully. "When we step through this door, I'm not going to be able to be kind to you, Donna. And it's killing me, knowing that I am going to have to be hurting you again." He said the last with an angry sigh, his hand curling into a fist against the door as he turned to look at her.

He took her shoulders in his hands, dark eyes boring down into hers as he murmured. "Please tell me you understand. I couldn't stand to lose your trust again, not now when I've just started to regain it."

She took a deep breath as she thought long and hard on his words, her eyes shining up into his as she murmured. "I know why you have to do this Doctor. I know that you are going to have to show me what an attack feels like in order for me to defend myself against them, and I want you to know that I completely understand. I trust you." She reached up to him, her hands cupping his face as she leaned close and brushed a soft kiss against his lips.

He pulled her close, just sighing as her words had finally calmed the dread that had been building within him. "Then we do this together. I will be with you every step of the way, and if you feel overwhelmed or it's going too fast just say the word and we will stop for the day. Deal?"

She looked up at him and nodded. "Deal."

His smile was brilliant when he reached out to open the door, revealing a room she had never seen before. His arm was extended in a gesture to precede him, before he followed her.

It was a round room, the walls were covered in a strange gray type of material. Their steps were oddly muffled even though the floor was quite hard, and when she reached out to touch the walls she found that they were also quite soft.

"This is a meditation room. The walls are sound dampeners, so that the occupant can focus more readily without being distracted by too much noise. I figured this would be the best place for us to start." He led her to one of the two chairs that were placed in the center of the room, helping her to sit before he took the chair opposite her.

She was suddenly all nerves, her eyes flicking to his before wandering about the room. Her hands were shaking against her legs as she fidgeted nervously.

His hands reached out to hers, the cool touch causing her to jump in surprise as her eyes flew up to his. She winced at the concern she read there, her own trembling hands finally stilling beneath his.

"Are you sure you're ready for this?"

She swallowed convulsively, before she took a deep breath and nodded. "Yes, I'm ready Doctor. Besides, I've kind of missed the feeling of you inside my head."

His answering smile was brilliant as his hands rose to her face, fingers settling onto the familiar touch points with ease. "I've missed being there honestly." She shivered as her mind was opened wide, his own blazing essence right beside her as he prepared for the lessons ahead.

She clung to him like a lifeline, her mind once again reveling in the delicious intimacy of their shared bond. She couldn't help the twinge of nerves she felt as she felt him stripping away the barriers that he had built within her mind when they had traveled to Cotter Palluni's world, whimpering softly as she felt completely exposed and vulnerable before him.

He leaned back when he was finished, his mind pulling out of hers slowly almost as if he didn't want the contact to end. He had enjoyed the touch of her thoughts far too much, the total trust she was placing in him was beyond humbling.

"You've felt me construct those barriers in your mind a few times now, the sense of building up a wall around your thoughts that will protect you no matter what tries to get in." At her nod, he smiled and continued. "I need you to try to build those walls up yourself now. Picture yourself, safe behind a wall of thought and perception."

He watched as she took a deep breath, following his instructions even as she tried to duplicate what he had done with such ease. It was the strangest sensation when she did it herself, almost like she was hunkering down in a bunker. Only it was a bunker inside her head. Sweat began to bead on her forehead as she continued, her lips were quivering with the effort of trying something she had never had to think of before.

It was a bit like stretching muscles that she had never used before, mental fingers smoothing the barrier into place piece by piece as she felt her perception of the world around her dull just a bit.

He nodded softly when he reached out to touch her mind and felt the slight resistance against his probe before the barrier fell apart with ease. She cried out, her hand flying to her head at the blinding stab of agony that exploded through her skull.

"What'd you go and do that for?"

He shook his head, reaching up to gently brush the tear that had fallen unnoticed down her cheek. "It was a good first try, Donna. I was only testing it, I wasn't even really probing hard."

She sighed softly as she fell back in her chair, this was going to be a lot harder than she had thought it would be as she tiredly rubbed her aching head.

"You need to put more focus into it when you build it. The strength of the barrier is something only you can control."

She dropped her hand with an angry scowl, green eyes flashing up at him as she growled. "What do you think I did? This is all new to me, Spaceman!"

He held his hands up in a gesture of surrender as he replied. "Easy Donna! I know this is all new to you and I'm sorry to be pushing so hard, but I warned you that it was not going to be easy and that unfortunately it was going to sometimes hurt." He hated the defeated look on her face, but the day was young and he truly had not expected her to do even as good as she had on her first try. The fact that she had managed to build even a tenuous barrier on her first attempt was nothing short of extraordinary, and only gave him a renewed sense of hope for the future.

She shook her head, taking a deep breath before sitting up and looking into his eyes with a renewed look of determination. "All right, let's give it a go again."

He grinned as he felt the barriers slowly rising between them once more, her focus was extraordinary as he murmured. "That's my girl!"

She winked playfully at him before turning her focus inward, remembering well the feel of his mind within hers as he had helped her build up those very same barriers. A strange sense of loneliness washed over her as she shut off her perception of the Doctor and their bond which had been a constant since he had found her was suddenly silenced. It was strange being alone with her thoughts for the first time in days, the constant reassurance of his presence in her mind had become a soothing balm that she had come to rely on.

The Doctor cocked his head as he watched tears streaming down Donna's cheeks, her mind for once completely closed to him as she focused all her attention inward. What was she thinking? He found himself fumbling along their bond, surprised at the strength of the barrier that met with his exploration.

He probed mental fingers along the shield, testing it slightly even as the tears began to fall down her cheeks in earnest. He leaned close to her, taking her hands in his as he murmured. "Donna, are you all right?"

Her eyes blinked open, the faraway look replaced by one of joy as she smiled up at him. "Yeah, Doctor. I was just thinking about how used to feeling you in my head I had gotten, and that it was surprisingly lonely all the sudden."

He laughed softly at that. "Yeah, I can say I'd gotten used to being in there honestly. You had me within you for so long, I guess it's only fair that I return the favor."

She grinned and nodded. "Yeah, it is."

He continued probing along that barrier, pressing harder in some areas before moving on. He pulled back for just a moment, before thrusting his mind hard against the barrier and felt it disintegrate once more as she jerked with a hiss of pain. Eyes flying to his even as she collapsed back into her chair with a frustrated groan.

"You did a lot better that time, it was definitely stronger than before."

"Yeah well still not good enough." She groused.

He took both her hands in his once more, tugging on them to get her to focus on him again. "This is not going to happen overnight, Donna and it will be a long time before you can do it with ease. But it will come to you, and sooner than you think."

She nodded numbly at his words, pulling one hand free to smooth the frown from his lips. "I know it will, Doctor. It just feels so overwhelming right now is all."

He pulled her close, wrapping his arms around her body as he buried his face in her hair. Eyes closing, he inhaled deeply of her intoxicating scent. His mind reached out to hers and gently wrapped her up in his essence, soothing the pain with the warmth of his presence.

She sighed deeply, resting for a moment in his arms as she gathered her wits about her for the next attempt. The comfort of his embrace the only thing that was keeping her from bursting into tears and just giving up then and there. She was made of stronger stuff than this, she could do this because in the end she truly had no choice.

For once she truly wished that the metacrisis had never happened, she wished that she could go back to how she had been before blithely unaware of the true terrors in the universe around them. She hadn't realized what he dealt with every day of his long life, the constant guard he had to keep up and yet he still was so caring and giving even while waging mental battles the likes of which she had never seen.

She looked up at him, her eyes searching his as she asked. "How do you deal with this Doctor? How have you dealt with it your entire life and not gone mad?"

The look that flashed across his face was wistful as he looked at her, his hands rising up to gently dry the tears from her cheeks. "I know no other way, Donna. This has been the only life I've ever known. Some days I do wish it would be just a little more quiet and I could put the weight of the universe down, but then there are days when it is the most wondrous gift." He smiled at her, fingers brushing lightly over her lips as he murmured. "Days like the day I found you. Then I truly appreciate the gift for what it is."

She smiled at that, pulling back as she steeled herself for another attempt. "Let's give it another go Doctor."

He nodded when she pulled back, unable to contain the smile while he reluctantly pulled out of her mind.

Time to focus again because she was not going to give up without a fight. Oh, she was amazing and so resilient. His Donna Noble, truly the most amazing woman in the universe. He settled back in his chair, eyes intently focusing on her face as he prepared once more to go on the offensive.

They stayed locked in each other's thoughts for most of the rest of the day, attempt after attempt while she learned from each failure and he could only marvel at her indomitable force of will.

He would miss being in her mind all the time, but in the end he knew that together they would be stronger than ever and that the touch of her thoughts in his would be all the more precious for when they would come.

For now, it was enough for him.