It was dark, it was late. Visiting hours had been over for ages, and this wing of the hospital was mostly quiet. The kids, the grandkids, they'd all gone home. The heart monitor she was rigged to beeped with a morbid slowness.

And yet Donna was too stubborn to fall asleep; she knew if she had she wouldn't be waking up. She wasn't stupid. She could tell her time had just about come. She was old; she'd lived a full life. Her body was just rather un-heroically breaking down. She was just glad to be going with the minimal amount of tubes in her as possible. A normal, boring death for normal, boring Donna Temple-Noble. Hey now, she scolded herself. You've lived a good life, Donna. Not the most exciting, but there you go. It was good all the same. She supposed she just missed poor Shaun. His time'd come a couple of years before hers.

No, no. That's not it. You've always felt like something's been missing, something…sort of integral, something really important. You miss the old bugger but that's not it. This has been going on even since before you met him. For ages now. She sighed. Not like I'm going to have a dying revelation here. A rapid knock came at the door, making her jump.

"Hello? Can I come in?" She didn't recognize the voice. Ah, what the hell. What harm could it do now? "All right, then. Come in." Old and dying, she still managed to keep that defiant, snappy tone. Wilf'd be proud.

The door opened slowly, and a man squeezed inside, holding something behind his back. Oi, was he skinny. He smiled at her sadly as he closed the door behind him. She watched him warily and didn't smile back. There was something strange about him. He wasn't that old, late thirties, maybe forty, but there was something about him that was…older. Maybe much older. He wore a long coat over a blue suit, and his brown hair was…flippy. "Donna. It's…it's so good to see you. Could I sit down?" There was something muted in the way he spoke, as if he knew she were in her last hours. But a boyish excitement at the same time - like seeing an old friend after years of being apart. Donna wondered if people could read death on her face. "All right, all right. If you must." He took a seat in one of the plastic chairs at her bedside, stowing whatever he'd brought with him behind it. "Surprise," he explained with a smile. It was odd. He was odd.

"Who are you, then? And how'd you manage to creep in here this late?" she demanded. The man grinned at her jauntily. "Oh, you've not changed a bit, have you? Bossy Donna. Brave Donna. Strange man pops into your hospital room and you call the shots. The Little General, eh?" She looked at him uncomprehendingly for a moment. "…What did you just say?" Her voice was quiet with shock. He leaned forward in the chair, hands clasped together over his knees. "The Little General. They used to call you that, didn't they? Your granddad, your mum…"

Donna sat up, doing her best to ignore her pounding heart. "How do you know that? How could you know that?" she rasped in a panic. He frowned, concerned. "Careful, now. Don't want to overstress." His eyes flicked between her and the heart monitor. "Now, then. Wilfred told me. Ages ago. Back with all that fuss with the ATMOS. You wouldn't remember it. Not yet, in any case." There was a dull, painful throbbing at the back of Donna's head. Like something tugging at her memory…

The man clapped his hands together with finality. "Anyway. Your surprise." He smiled again, grabbing the bundle from behind his chair. "Now. This part of it's not optional. It's just flowers. Simple as that. However. The other part, if you choose, is to know the story behind them, and me. One that you've forgotten because I had to make you forget. I'm sorry, I'm so sorry, but - if you remember, it will kill you. You'll have…five, ten minutes tops and I can numb it for you. But I can promise you this, Donna Noble," he lowered his voice, leaning toward her conspiratorially, "…it is one hell of a story." What story could be worth my life? Her eyes never left his face the entire time he spoke. Her question, when it came, was very quiet.

"How long would I have otherwise? Do you think, I mean."

The man checked the clock on the wall. "Twenty, tops."

She sighed, putting a hand over her eyes and leaning back against the hospital bed. "I must be bloody mad, but…alright. Alright. Get on with the flowers, then." Mad, mad, mad. …But what else would she be doing with that extra ten minutes? Even if he were lying, that extra hour, extra two? She'd made her peace with her family and more or less with death. It'd all just be killing time anyway.

He nodded solemnly and presented her with the flowers: they were in a little bouquet wrapped in brown paper and tied with rubber bands. Large, something like lilies…white, with blue markings and pistons, and, while they were obviously stationary, they were imbued with a sense of motion. Like they moved without moving. She'd seen them somewhere before, a long time ago…not in person, but through the eyes of someone else. All of a sudden, the pain spiked. She shut her eyes tightly for a moment, burying her face in her old, rheumy hands.

The man frowned, leaning forward in his chair, the makeshift bouquet danging from his hands. Oh, Donna… "From a planet called Felspoon. They only grow on the highest peaks. Snow flowers. A little bit like your arctic poppies. Do you remember Felspoon? You wanted to go there, way back when." I thought we'd try the planet Felspoon. Just cause! What a good name, Felspoon. Apparently it's got mountains that sway in the breeze. Mountains that move, can you imagine? He set the flowers on the plastic seat beside him and shifted to the edge of her bed. He placed his hands on the sides of her face, thumbs on her temples. He spoke quietly. "I'm also here to remind you of everything you did. For this planet, for this universe, for every universe. For me. For whatever it's worth, here at the end." The man clenched his jaw, trying his hardest to keep calm. This didn't sit right with him, not at all. So what if she would have died soon in any case? He'd be the one that killed her. But in a way…he owed it to her to make sure she didn't die alone, to let her know why she'd always felt like there was something 'd given her the choice and she'd said yes, after all.

And he owed her a goodbye.

He closed his eyes, working at her mind, undoing lock after lock after lock that he himself had put in place before he'd left her. He could belay the pain, for now, buy her a the time she needed…ah. There. It was all quiet for a moment, all except for the mournful beeping of the heart monitor. And then…

"…Doctor?" It was barely audible.

His answering smile was so miserable it damn near broke her bloody heart.

The Doctor pulled her slight body against him, embracing her as tightly as he dared. "Yeah, Earth girl," he said, in an undertone because he didn't trust his voice to hold if he spoke any louder. "'S me."

Donna clutched at him, skinny little thing he was, having to bury her face in his shoulder to stop herself from sobbing. But she couldn't do anything for the tears. All in a rush, she was reminded of everything she'd had…everything she'd lost to save the world, to save every world. It might have been worth it if she'd at least been allowed to remember. She'd have found other ways to go on adventures, to do good where it was needed - maybe she could've bought that Captain Jack bloke a drink, seen what he did, if he'd needed help doing it. It wouldn't have been the same - no, nothing was the same as traveling with the Doctor, nothing would ever come close - but it would have been better.

So she'd always been coming to that. It's why she'd met up with him in the first place - he'd take her on wonderful, terrifying adventures and she'd be forced to give it all up to save them. Knowing so didn't make it any less cruel.

But it wouldn't do to be consumed by self-pity, not now, not when some miracle gave them a last goodbye. Donna sniffed and rubbed at her eyes, pulling back from him gently. She looked him up and down. "You haven't aged a day. How long's it been for you?"

He grinned slightly. "Wish I could say the same for you. A couple of months, more or less. "

"Oi. Watch it, spaceman," she warned. "And really? How're you…holding up?"

"Yeah. …Alright, I suppose." A horrible lie. "…Miss you terribly," he admitted.

"Missed you, too. Even though I didn't know, there was always some part of me...I was so sad and I always wondered why. Well, now I know." She couldn't keep the bitter note out of her voice.

"Now you know." He was subdued. Poor, poor Donna…

"…You said you're doing alright. Do you…have anyone?"

"No, no, I'm -" he exhaled deeply, "…experimenting in traveling alone. I thought it'd be better, but I did some things, and it all went -" He swallowed, looking away and blinking hard. The pressure behind his eyes was getting hard to contain. Wrong, wrong, it had all gone so horribly wrong…he needed someone to stop him. To make him laugh again. He needed Donna.

Struggling to collect himself, he wiped his face with both hands and sniffed. But no, no. She had minutes left. Now wasn't the time.

It jarred her, how upset he was. She'd never seen him like this on the verge of tears, no, not even, of breaking down. She put a hand on his shoulder gently, not knowing what else to do for him. When the Doctor did speak again it was in a whisper. "But no, no - I haven't got anyone." "…Why, though?" she asked, not understanding. "You're always…happier when there's someone around, right?" Flashes of countless people she didn't know but knew to be his companions, of Rose, of Martha, of herself flickered through her head.

He rubbed the back of his neck and looked down at his hands. "Well, at first I was just…tired. Tired of caring about people and then losing them all too soon. I - losing you, that -…that hit me hard. But then…"

"Then?"

A pause.

"I…received a sort of prophecy. 'Your song is ending, sir.' I'm - I'm coming to the end of my rope, Donna." She glanced at his hands, clasped tightly in his lap, and noticed they were trembling.

"Doctor, what - ?"

"I'm going to die." He choked on the words. Donna was at a loss for what to say. No, no, not him. No. It was one thing for her to die, that was natural, but…the universe needed him. Not some other man going under the name of Doctor who would take his place. No. He had so much left to do. It wasn't right.

The Doctor buried his face in his hands, shoulders shuddering. She wrapped her creaky arms around him tightly, hoping that would help somehow. "Shhh…shhhh…" Donna couldn't bring herself to say "it's alright." It wasn't - it wouldn't be. Not for either of them.

He clung to her, burying his face in her shoulder. And then she was crying, too - bitter, miserable tears for a longer life, a different life, one that might have ended differently. "It's not fair, Doctor." Her voice was small, almost swallowed by her sobs.

It shouldn't have ended like this.

And yet they both knew it had to.

They sat that way for a long time, the minutes slowly ticking by.

"…I'm about gone, Doctor." Startled, he pulled away slightly. "I'm - I just…Donna, I'm sorry. For everything."

"Don't be. There wasn't a way around it, and …traveling with you…it was brilliant while it lasted. I wouldn't have had it any other way." And that was the truth.

He smiled that gut-wrenching smile again. "Me neither." He cradled her face in his hands gently and kissed her forehead. Her skin was papery to the touch.

"Thank you. For - for coming back."

"It was my pleasure. Really. I - …you're my very best friend, Donna Noble. I more than owed it to you."

She looked at the ceiling, trying to stop the tears from falling again. "Don't you ever forget me, Doctor. Do you hear me? Don't you dare." He laughed shortly, resting his forehead against hers. "Never."

Donna smiled slightly and closed her eyes. "Good. I - …was never all that good at goodbyes."

"You and me both."

"…Doctor?"

"Yeah?"

"…I'm scared."

"Don't be."

"What if there isn't -"

"There is." He didn't know where this certainty came from or if he believed it himself. But he'd sound like he did. For her. And if the Doctor was sure of anything, it was that, if there were a heaven or someplace like it, they'd have reserved a place for Donna there.

"Al-alright. Goodbye, Doctor - …take care of yourself."

"Goodbye. I - I'll do my best." He took her hand in his and kissed it softly. A ghost of a smile appeared on her face.

And then the heart monitor went flat and Donna Noble was gone.

The Doctor sat there on the edge of her hospital bed for a long moment, holding her still-warm hand in both of his. Then he took the bouquet of lilies and placed it on her stomach, clasping her hands around them gently. And then he stood and left before the night nurse could find him.

A/N:

I loved Donna so much. She really got screwed over in the S4 finale. But I've had this little scene rolling around in my head for a while now so I wanted to try writing it. I'm still not completely happy with it and I may go back and edit as needed.

Remember, Donna has all of the Doctor's memories as of the creation of the metacrisis Doctor (aka TheDoctorDonna). So if she remembered her own experiences with him she'd also remember all (or most, or some) of his. Just to clarify.

R/R would be appreciated. C: