"I think…" He swallowed fidgeting in his seat "I think I can give Donna her memories back" The Doctor and Wilf sat in the same chippy they had on Christmas. After the death of the Master the Doctor was desperate for his best mate back. Desperate enough to cross his own time stream.

He met Wilf's awestruck eyes.

"Then do it Doctor!"

He grinned knowing this was coming.

"It's not that simple." The Doctor rubbed the back of his neck. "I need to talk to her husband and Sylvia."

Wilf nodded taking a deep breath. He ran his hands across his face and fiddled with the corner of a napkin.

"Shaun's working. I'll tell him to get off early so he can beat Donna home."

Wilf reached into his pocket and pulled out his cell phone flipping it open to dial his son in law's number. Uncharacteristic silence from the Doctor hung in the air as Wilf spoke with Shaun. Picking at his cufflinks and lamenting himself for the rapidly forming bad habit. The click of a mobile shutting drew the doctor back to the present.

"He's worried."

The Doctor's eyes rose to meet his Friend's. He gave a watery smile and shook his head breaking the short lived eye contact.

"He probably should be."

The drive to the Noble home passed in total silence save for the Doctor's nostalgic murmur at the TARDIS blue car. Apprehension coursed through the Time Lord's system. He didn't want to get his hopes up but the prospect of having his best mate back was too exciting an idea to quash.

Wilfred made no move to get out of the car so the Doctor sat with him for a moment.

"She loves him, she does," He sighed. "She won't leave him, not even for you. He…" The Doctor offered a reassuring smile, the brightest of the day.

"Donna can come with me again and, if he's so inclined, Shaun can come too."

"But you-"

"Oh, I've had couples on board before, some more forward than others, even if Donna didn't want to travel with me again it would mean the universe to me to see her happy again."

The human's lip quivered at the Doctor's statement. He smiled and elbowed him.

"Sentimental in your old age?"

Wilf chuckled and the Doctor joined in. Even if he couldn't give Donna her memories being here brought him one step closer to healing instead of hurting.

They stood, both less tense than before, and entered the home. Shaun and Sylvia sat tense at the kitchen table. Their heads snapped up at the Doctor's entrance.

"Hello!"

He attempted to be charming but neither facial expression changed. With a sigh he turned to Sylvia.

"How much does he know?"

"Lies mostly." Wilf sat next to his daughter and The Doctor took the last remaining seat next to Shaun.

"Well I'll start from the beginning. I'm The Doctor. Two hearted, humanoid who lives on a ship that can travel through time and space."

He paused for a moment allowing Shaun to process the information.

"You… You're not human?"

"Nope." He said popping the "P". "Time Lords are what we're called."

"And you're involved with Donna. Were you two-"

"Nope just best mates." He gave a fond smile "Donna traveled with me, saved the world on more than one occasion."

Shaun grinned elated.

"My wife saved the world!" His face fell. "and she didn't tell me."

"Oh no, nothing like that. She doesn't remember." He trailed off contemplating how to explain. "She-I-erm" The Doctor made a face. "I change faces if I'm about to die and I would've if Donna hadn't taken the extra energy. She ended up with Time Lord thoughts in her human brain and I had to take away her memories because her brain couldn't handle it." Shaun nodded taking it far better than the expected. "I wanted to make it so she'd remember."

"You're asking for permission. Donna wouldn't like that."

The Doctor Chuckled.

"It's not permission but… it's important you know what will happen. If I do what I plan to there will be consequences." A button on The Doctor's cufflinks popped from incessant toying. "To give her the memories back I have to make her part Time Lord."

The table was silent.

"She'll still be Donna. She won't change bodies, regenerate it's called. Her body will stay almost the same. Her brain will change and she'll have two hearts to support it. And…" He trailed off. The final change could send him packing. It was the only reason he hadn't gone straight to Donna.

"And what Doctor?"

"She won't age." He continued in the same breath. "She won't be immortal but she'll live until she dies from an outside source." He tugged the now broken cufflink waiting for a response. Giving up someone you love, letting them be happy at your own detriment was a feeling The Doctor was all too familiar with.

"You know Doctor sometimes… sometimes she's so sad. She doesn't even seem to notice but she's sad. She's broken." He sighed and slumped his shoulders. "Give her her memories back Doctor."

A smile lit up The Doctor's face.

"Will you come with me?"

"What?"

"If Donna wants to travel with me again will you come?" The Doctor wanted Shaun's true feelings without the influence of Donna.

"Yes." The strength in Shaun's voice startled the Doctor. "Donna says she's not important-and of course she is!- but she never believed it. To see her view herself the way I do would be worth everything I've ever had."

Shaun smiled brighter than a supernova.

"Doctor how will you-"

"Oi! Mum if you needed to see me you could've just phoned!" The door shut behind her. "Didn't need to have Shaun leave a note." She looked at the Doctor.

"Hello" He wiggled his fingers in greeting. "I'm the Doctor."

Donna's eyes narrowed as she brought a hand to her head.

"Oh yes, Doctor Smith."

She grimaced in pain.

"Nope. Just The Doctor. You'll remember soon."

The Time Lord's arm reached into his pocket and pulled out a jar of glowing yellow dust.

"These are called nanogenes, Donna, they'll give you your memories back."

The ginger shut her eyes and gritted her teeth.

"Why does my head hurt?"

"I'll make it stop. Just open your eyes when I tell you, alright?" The Doctor reached into the jar and the little lights swarmed around his hand.

"Ok Donna. Open your eyes."

"I-I-I can't. It hurts."

He flexed his fingers and the swarm extended in golden tendrils toward Donna.

"Try now." With a flick of the wrist all the robots left his hand for the trembling woman. They surrounded her chest and head filtering against her skin and bathing her in sunny yellow.

"Open your eyes."

A whimper escaped her lips but she did as told. The nanogenes vacated her person and flew back into the jar. Donna gasped and slumped until Shaun ran forward to stop her from falling. After a few shaky breaths Donna looked up at her husband.

"Shaun I…" She looked over his shoulder. "Doctor! My memories. I remember!" His hand guided a few of the straggling nanobots back to the group.

"You used nanogenes you brilliant martian!" She turned to her family. "Bloody spaceman used future technology to change my brain!" Her hand shot to the right side of her chest. "And my hearts." The now part Time Lord tugged Shaun's hand toward the door.

"Where are you going?"

"To the TARDIS! There's planets to save and places to see!"

The Doctor shook his head at Donna's antics. Leave it to her to assume, well, everything.

"Well then," He adjusted his collar. "Allons-y!"