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The Doctor was tired of not doing anything. He needed to find Alice, dreading that she was hurt or worse. He's gotten to know her pretty well by now. She doesn't take nonsense from anyone like Donna. She had a good head on her shoulders. So surely no harm probably hasn't come to her, right? Then why did he get that sinking feeling it would if he did nothing? He couldn't lose another companion after Rose, especially Alice. He couldn't bear it if he lost her as well.

No, stop torturing yourself like this, Doctor! He scolded himself, shaking his head internally. Now wasn't the time to think like this. Alice is fine, absolutely fine. Yet he knew the only way he would get her back was to get down to the fast lane.

With that in mind, he quickly turned to Bran. "We've got to go to the fast lane. Take me down."

"Not a million years," Brannigan said shortly.

"You've got three..." Martha loudly clears her throat, making the Time Lord quickly correct himself, "Okay, four passengers, that has to be enough!"

"I'm still not going," the cat outright refused.

"Take. Me. Down," the Doctor barked, the anger evident in his voice in every word. "That young woman down there is afraid and alone in a place. She doesn't belong! It's all my fault, and I can't lose another person who I..." he pleaded, "I'm just asking you, Brannigan - take me down."

"That's a no!" Valerie insisted with a snap, glaring towards the Doctor, "And that's final. I'm not risking the children down there."

"What's down there?" Martha repeated in question what the Doctor had said before he could say anything, "What's so risky about it? What happens down there?" she asked, her curiosity getting the better of her.

"We're not discussing it! The conversation is closed!" Valerie dismisses her bombardment of questions, folding her arms and turning away.

"So what, we keep on driving?" the Time Lord huffed sarcastically.

"Yes, we do."

"For how long?" the Doctor asked with an exasperated tone, his hand running through his hair. Feeling he was going to lose control at any moment. All because of Alice. If she were here, she'd give him a right talking to and knock some sense into him with a slap to keep him in control. Yet that she wasn't... And he was going to do everything he could to get her back.

"'Till the journey's end."

Without thinking, the Time Lord snatched the transmitter, not caring about the looks thrown his way, "Mrs Cassini, this is the Doctor," he told them, keeping his voice level, "Tell me, how long have you been driving on the motorway?"

"Oh, we were amongst the first. It's been twenty-three years now."

"And in all that time, have you ever seen a police car?" As soon as he had asked, the Time Lord instantly knew from the looks off Valerie and Brannigan's faces. He seemed somewhat disquieted at not him having brought it up.

"I'm not sure."

"Look at your notes," the Doctor pressures them, "Any police?"

"Not as such."

"Or an ambulance? Rescue service? Anything official? Ever?"

"I can't keep a note of everything," Mrs Cassini sniffed annoyingly.

"What if there's no one out there?"

"Doctor! You're not only scaring me, but you're scaring them as well!" Martha exclaimed, only to ignore her. He was past caring right now. When all he wanted them to do was understand what was before them, it was right there in front of them, but they wouldn't accept something was incredibly wrong.

Bran went to snatch the transmitter back off the Doctor, "Stop it," he snarled at him. "The Cassinis were doing you a favour."

"Someone has to ask," the Time Lord challenged firmly, leaning toward Bran to meet his eyes, "Cause you might not talk about it, but it's there. In your eyes," he was undoubtedly showing it in his eyes right now, "What if the traffic jam never stops?"

"There's an entire city above us. The mighty city-state of New New York. They wouldn't just leave us."

"In that case, where are they? Hmm?" the Doctor asked, raising his eyebrow, "What if there's no help coming, never? What if there's nothing? Just the motorway, with the cars going round and round and round, never stopping? Forever?"

"Shut up!" Valerie cried as the Doctor turned his gaze to her. He could see it not in her face. It scared her, but within her eyes, "Just shut up!"

The screen at the front of the car before them suddenly blares into life. The news started up, and Sally Calypso appeared on the screen.

"This is Sally Calypso, and it's that time again," she spoke, "The sun is blazing high in the sky over the New Atlantic, the perfect setting for the daily contemplation."

"You think you know us so well, Doctor," Bran says as he looks away from the screen to him, "But we're not abandoned. Not while we have each other," he now looked at his wife, who smiled a little at this.

"This is for all of you out there on the roads," Sally voiced apologetically with a sad smile. "We're so sorry. Drive safe," as she disappeared from the screen, music played a hymn.

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The car Alice was currently in had since dropped several more levels, and she now had tears in her eyes just as the song finished. She found it humbling how they all stood together, not entirely alone in the darkness.

"Fast lane access, please drive safely," the electronic voice confirmed.

"We made it. The fast lane," Milo said breathlessly, happily exchanging grins with Cheen as their car moved out of the long queues of traffic and descended into the empty smoke.

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"If you don't take me," the Time Lord said after a moment of silence, knowing Bran would not help him. He just wanted to get Alice back safe. "I'll go down on my own," he scrambled towards the middle of the car, got out his sonic screwdriver and began inspecting the floor with it.

"Doctor, what are you doing?" Martha asked. Bran and Valerie turned to look at him in shock, and the Time Lord didn't need to look up, knowing that they were.

"Finding my own way. I usually do," he directly acknowledged with a shrug.

"Capsule open," Valerie and Bran looked on in horror as the door opened on the car's floor, revealing hundreds of vehicles below. A vehicle quickly pulled up underneath the open door, and the Time Lord was inclined to jump.

"Here we go," the Doctor uttered, preparing to jump down; glancing in Martha's direction, he took off his overcoat and passed it to her. "Look after this. I love that coat. Janis Joplin gave me that coat." he sat down by the trapdoor, his legs dangling.

"Why have I got this?"

"Because you'll be safer up here, and I'll come back for you once I've got Alice," he replied.

"But you can't jump!" Valerie cried, her eyes going wide.

"If it's any consolation, Valerie, right now, I'm having kittens."

"This Alice. She must mean an awful lot to you," Bran implied with a small, knowing smile at how persistent the Doctor was in finding his friend.

"Yeah, she does, actually," the Time Lord uttered with a smile that became a frown, looking at Martha, "I was just showing off to you both. I lied; I couldn't help it."

Martha shook her head, disappointed, knowing that Alice had known him much longer and could see how much he'd grown to care for her best friend.

"Bye then!" He gives her a nod before dropping onto the roof of the car below, coughing from the fumes.

"He's completely insane!"

"That and a bit magnificent!"

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What the hell is going on? Alice thought in frustration as she stood tensely staring at the screen before her dejectedly, along with Cheen and Milo. It seemed, for whatever reason, all three exits out of the fast lane were closed. She was so close to seeing the Doctor again. It looked like Milo and Cheen weren't taking it well, either.

"Try again," Cheen voiced demandingly to her boyfriend.

Doing what he is told, Milo pressed 'Exit 1' on the screen. But just as before, right at the bottom of the screen in large red, a message comes up with a beep: 'Junction Closed.'

"Brooklyn Turnoff One closed," the electronic voice told them.

Cheen went to grab Alice's hand from over her shoulder, gripping it tight. "Try the next one," she now suggested.

Milo goes to try the other turnoff, only for the electronic voice to tell them, "Brooklyn Turnoff Two closed."

Letting out an anguished moan, Cheen, along with Alice, is panicking. "What do we do?"

There's a deafening silence between them again, but whatever was down there making those noises again, making the car almost tremble with its thunderous roaring. It wasn't helping Alice's nerves.

"We'll keep going round. We'll make the complete loop. By the time we come back around, they'll be open," Milo returned with some reassurance, his voice shaking, but neither woman took belief in his words. Making Alice doubt he even had any confidence in himself.

"You're still calling that air vents?" the young redhead asked as the rumbling noise repeated, this time much more violently than before. All of them looked around in panic.

"What else could it be?"

"What the hell is that?" Cheen squeaked, tears filling her eyes and resting a hand on her stomach.

Milo gulped loud enough for it to be heard in their contained space. "It's just - the hydraulics," he tried to argue, unconvinced.

"It sounds like it's alive," Alice disagreed, pointing downwards to get her point across, the car giving another shudder. "There's something down there, and I don't fancy being its dinner."

"It's all exhaust fumes out there." Milo turned to the redhead with a look of denial and shook his head, trying to ignore what was happening around him as he protested, "Nothing could breathe in that."

Certainly, nothing human of the sort might, though, Alice thought with a shudder as an unnerving chill travelled up her spine.

"Calling Car Four Six Five Diamond Six. Repeat, calling Car Four Six Five Diamond Six!" a woman's voice suddenly called out through the transmitter, grabbing their attention.

Milo instantly grabbed it and spoke, "This is Car Four Six Five Diamond Six. Who's that? Where are you?"

"I'm in the fast lane, about fifty yards behind," the woman answered, sounding rather frantic, making Alice even more worried. "Can you get back up? Can you get off the fast lane?"

"We only have permission to go down. We - we need the Brooklyn Flyover."

"It's closed," she cried. "Go back up!"

"We can't," Milo protests, as if he hadn't heeded her warning about it being closed. "We'll just go round."

"Don't you understand? They're closed," the woman voiced in frustration to him, "They're always closed!" her voice rattled across the channels static as Cheen now clapped her hand over her mouth, becoming more distressed than she already was. Now, letting out small frightened gasps, "We're stuck down here. And there's something else. Out there, in the fog. Can't you hear it?"

There was another shuddering roar; all you could hear was Cheen's slight sobs bouncing as the car's fragile walls ricocheted around like bullets, making Alice grip her hand even tighter, showing she was just as afraid.

"That's the air vents."

"Jehovah! What are you, some stupid kid? Get out of here!" the voice continued to yell, followed by the screaming of little girls in the background, followed by a massive crash as the roaring continued around them.

"What was that?" Milo demanded, still refusing to move his car, staring silently in horror.

"I can't move! They've got us!"

"But what's happening?" he insisted, but again there was no reply. "What's got you? What is it? Hello?"

"Just drive, you idiots! Get out of here! Get out!"

Suddenly, the line went dead, filling the car with a haunting silence.

"Can you hear me?!" Milo tried in vain to reconnect with them, forgetting all hope. "Hello?!"

"You bloody heard her! Get us out of here!" Alice yelled at him in panic.

"But where?"

"Just straight ahead! And fast!" when he did nothing, she slapped him hard on the shoulder, "Go, you moron!"

Milo finally put his foot down on the pedal as hard as possible.

"What is it?" on the other side of the young Noble Cheen is an absolute mess, tears cascading down her face, "What's out there? What is it?" she demanded of them both, becoming hysterical.

"Sorry, but I don't know," Alice gulped nervously, now fearful, feeling tears brim her eyes; closing them alone, tears journeyed down her face, terrified at the thought that the Doctor might be too late.

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"Capsule open," the Time Lord jumped into the car he'd gained access to, startling the man inside as he whirled around to face him with wide eyes.

"'Scuse me, is that legal?" the man asked, who looked like your typical 21st-century Englishman.

"Sorry, Motorway Foot Patrol..." the Doctor coughed, somewhat complicated to finish what he was saying to every other being he'd seen on the way down, "Whatever," he gave another cough, his throat now feeling a little sore as he looked to the gentleman, "Have you got any water?"

"Certainly," the man reached over to a water cooler, filling a cone-shaped cup with water and passing it to the Doctor, "Never let it be said I've lost my manners."

"Is this the last layer?" he asked after completely downing the water, being able to breathe correctly again.

"Ah, we're right at the bottom. Nothing below us but the fast lane," the man informed him with a nod.

"Can we drive down?"

The man now looked at the Time Lord as if he were mad, not that he wasn't, but he was being deadly serious. "There's only two of us. You need three to go down."

Maybe he should have brought Martha along with him, but she was much safer where she was with Bran and Valerie. He's already put her in enough danger, let alone Alice as it was, by lying to them both about Gallifrey, and he didn't want to put Martha in any more trouble than necessary.

"Couldn't we just cheat?" the Doctor suggested.

"Well, I'd love to, but it's an automated system. The wheel would lock."

As he stood there for a moment, recalling Valerie's words. Something she had mentioned about a fast lane was some creature down there. Well, if he was here, then he might as well have a peek.

With that thought in mind, he told the man, "If you'll excuse me," the Doctor ran over to the door in the car's bottom, using his sonic screwdriver to open it.

"You can't jump. It's a thousand feet down!"

"No, I just want to look," the Doctor reassured the man as he peered out. He gazed out into the thick, murky fog dotted with tiny lights. Faintly, from a distance, comes a screeching roar, "What's that noise?"

"I try not to think about it," the man responded with a gulp who had now joined the Doctor.

"What are those lights? What's down there?" as he asked these questions, some smoke went up his lungs, making him cough and splutter; waving a hand in front of his face to push the fog away, "I just need to see," he mused in thought to himself dashing over to the screen at the front of the car pointing the sonic screwdriver at the display.

His mind was going at a hundred miles an hour, bubbling with ideas like always when something catches his interest, which was occasionally most of the time, "There must be some sort of ventilation. If I could just transmit a pulse through this thing, maybe I could trip the system, give us a bit of a breeze," within a couple of minutes the Doctor was playing about with the wiring in the businessman's car, aided by the help of his screwdriver and a wire snaps in his fingers making him grin, "That's it! It might shift the fumes a bit. Give us a good look."

The two men stare out from the bottom of the car into the fog.

"What are those shapes?" the businessman asked as some huge snapping claws materialised from the fading smoke.

"They're alive," the Doctor replied as he tried to figure out what they were.

"What the hell are they?" it wasn't until the smoke cleared a little more the Doctor could see what 'they' looked like, what seemed to be giant crabs, and the tiny lights were their eyes. He instantly recognised them, his features becoming dark as he voiced with deadly recognition, "Macra."

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"Go faster!" Cheen screamed at her boyfriend as the car got jostled around by whatever was out there.

"I'm at top speed!" he argued helplessly, trying to hold the steering wheel with one hand while the other tried to input something into the monitor between them.

The screen at the front of the card reads, "PROXIMITY WARNING."

"No access above."

"But this is an emergency!" Milo bellowed into his communicator as the car zoomed through the sea of Macra. It was like he was being ignored; that's if there was anyone there in the first place to forgive him.

"Thank you for your call. We have placed you on hold."

"You've got to be kidding me!" Alice yelled over Cheen's screams and the monsters' deathly growls after Milo had tried contacting the police. "They're the police!" she continued to cry, only to get ignored.

There's another loud bang, followed by a menacing snarl and a quick jerk on the left-hand side. Forcing Alice to collide with the car's metal wall, pain now radiating down her side. With a groan, she rights herself, trying her best to ignore the pain.

And suddenly, the young Noble has a lightbulb moment, quickly looking to Milo, "Turn everything off."

"You've got to be joking."

"Do I look like I'm joking right now?" she barked, giving him a severe look, gesturing at her face, "Listen to me, alright? If it's just all fog out there, how can they even see us? Maybe it's the engines, the sound, the heat, the light... I don't know! So, turn it all off. Maybe then they can't find us."

"What if you're wrong?"

"It can't be worse than this! Just do it!" Alice raised her arms in exasperation.

Doing what had been told, Milo began flicking from the top of the car right and down over to the console. For an eerie silence, all three of them wait until they no longer cry for help, and the jolting around has completely stopped.

"They've stopped," Cheen uttered with relief, leaning closer towards the window as if she wanted to have a peek below.

"Yeah, but they're still out there."

They all glanced around nervously once again. Cheen, deciding not to deal with it anymore, looks up over her shoulder at Alice curiously, still holding onto her hand. "How did you think of that?"

"Dunno," the young redhead shrugged, almost amused, "Think I saw it in a film once. They used to do it in submarines. The trouble is, I can't remember what they did next."

"Well, you better think of something because we've lost the air-con. If we don't switch the engines back on, we won't be able to breathe."

"How long have we got?" Alice dared to ask, not wanting to but needing to want to know.

"Eight minutes, maximum," Milo offered with a sigh.

Cheen whimpered. The outlook became bleak as Alice squeezed her hand in comfort.

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Inside the car, it was quiet as the minutes ticked away. Alice wished she knew a way of getting out of this. Do they turn the engines on so they can breathe again to risk being attacked by the creatures outside, or do they sit here with no hope until there's no air left? Then again, there were cars with many layers above them. She could do with the Doctor right now. She has faith in him. He'll figure this out.

"How much air's left?"

"Two minutes."

"There's always the Doctor," Alice stated softly, "The bloke who was with me and my friend Martha. He'll think of something."

"Alice, no one's coming.

"He looked kind of nice."

"He's a bit more than that," the young Noble smiled fondly at the thought of him.

"Are you and him?" Cheen asked thickly.

Alice now scoffed, finding the question surprising yet unthinkable, "No, like that's ever going to happen. Besides, we're just friends."

"Well, you don't exactly sound that happy about it."

"Yeah, well, it's never gonna happen, so what's the point?" Alice argued, yet Cheen wasn't convinced, consciously smiling at the redhead.

"I never even asked," Cheen asks, changing the subject, "Where's home?"

"A very long way away," the redhead sighed wistfully as her family entered her thoughts, "I just walked out my front door. I went along with the Doctor, picked up my friend Martha and..." it now hits her full force, "I didn't even tell my mum, my gramps or my sister. I could die here, and they'd never know."

"So, um, who is he, then? This Doctor?" Milo now asked.

"I met him a while back, and he saved my sister's life. Then one day, out of the blue, there he was again," Alice answered honestly, "Well, I thought I knew him, anyway. There's a lot more to him I don't know about."

"But that means that..." Cheen looks concerned, "The only hope we have right now is... someone you barely know," she becomes a little terrified, "Well, that's no use!"

"No, it is, though, because he's brilliant and amazing. A little of a pain in the ass," the redhead tries to fight the Time Lord's corner no matter how much he annoyed her, but she cares about what others think of him, "Because you haven't seen the things I've seen him do. So trust me, alright, the pair of you. You've got your beliefs, your music and your hymns. And I've got the Doctor."

But it seemed Milo wouldn't believe it, but he nodded anyway, "Right," he turned the car back on.

"Systems back online."

The lights come flickering back on, and Milo is now Cheen is now grasping her boyfriend's hand for a moment. "Good luck," Milo tells Alice.

"And you," Alice said with a nod, "Hurry, spaceman. We need you," she added quietly; she was going to say, 'I need you, but it never left her lips as Milo flew through the fast lane dodging the monsters below.

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The Doctor was staring at the screen before him in the Senate, glasses now on. His expression brightened at what he saw, and he grinned, eyes twinkling with hope, "Car Four Six Five Diamond Six - it still registers! That's Alice. I knew she was good. Just as good as me!" he glanced over at Novice Hame, who currently stood by the Face of Boe. "Novice Hame, hold that in place."

Now jumping back, he passes her a piece of thick tubing. Once she has it, he hurries its length, jumping over a box of lights and buttons, "Think, think, think. Take the residual energy, invert it, feed it through the electricity beds."

"There isn't enough power," Novice Hame told him.

He finally reached his destination, a far wall with two screens, lots of wiring and lots more buttons. "Ah, you've got the power! You've got me! I'm brilliant with computers, just you watch," the Time Lord turned to point at her with a manic grin appearing on his face as he got more and more excited, "Hame, every switch on that bank, up to maximum!" she does as he's asked and runs over to the floor rotating a knob on a console aiming his sonic screwdriver at it, "I can't power up the city, but all the city needs are people," he hits the console with his fist and jumps up.

Novice Hame glanced over at him. "So, what are you going to do?"

"This!" the Doctor grinned, flipping two-meter-long switches in the floor. Yet sadly, it does the opposite of what's supposed to happen as all the lights on the console instantly go out.

"No, no, no, no, no, no!" he shouted in horror. With some quick thinking, he returns to kneeling on the floor again, moving the sonic over another set of controls. "The transformers are cut off. The signal can't get through." this was bad, running a hand over his face in frustration before returning to work.

"Doctor..." The Face of Boe spoke only for the Doctor to wave him off, signalling he was busy.

"Yeah, hold on, not now."

"I give you my last..." The Face of Boe lets out a long, rasping breath, and immediately, everything works again. The Doctor leapt up again, illuminated with joy.

"Hame, look after him!" he yelled, "Don't you go dying on me, you big old face. You've got to see this!" flicking a huge switch again whilst Novice Hame spun a wheel beside the Face of Boe. "The open road. Hah!"

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It's when abruptly the monitor comes to life in Cheen and Milo's car. Alice still showed the Time Lord's face before them, making the redhead cry with relief, "Oy! Car Four Six Five Diamond Six! Ally! Drive-up!"

"That's the Doctor!" Alice exclaimed with relief; she almost felt like crying, and she did that; she was glad to see that stupid Time Lord's face. He was dreading the thought that she might see not only him but her family and Martha, too.

"We can't go up! We'll hit the layer!" Milo argued.

"Just do as he says!" the redhead instructed him. "Go up!"

"You've got access above! Now go!"

And they do just that, driving up and up towards the opening above as fast as anything. It made Alice's stomach swoop, a sensation she welcomed - it meant they were alive. Once they ultimately left the gap, sunlight hit their faces as they gazed up. It made Alice beam with joy to see the sun again, its natural light warming her from the outside and feeling nothing but relief. Cheen was graciously smiling with tears in her eyes.

"It's daylight! Oh, my God. That's the sky, the real sky!" Cheen cheered.

"He did it!" the redhead shrieked with laughter, clapping her hands before giving Cheen a massive hug, "I said he would save us, didn't I!" Milo and Cheen kissed, and Alice watched with a small smile, eyes gleaming merrily.

"You keep driving, Brannigan, all the way up! Because it's here, just waiting for you. The city of New New York. And it's yours. And I sent a flight path to the Senate to drop Martha off. Don't forget my coat either. And Car Four Six Five Diamond Six, I've sent you a flight path. Come to the Senate as well."

Taking hold of the transmitter, unable to hold back the grin on her face that made her cheeks hurt, "On my way, spaceman!" her heart was pounding from hearing the Doctor's voice again, another step closer to seeing him again.

"It's been quite a while since I saw you." Alice Noble.

Alice smiled to herself, still holding the transmitter, and joked, "Oh, you do not know how much I've missed that stupid face of yours."

She sees him now facing head-on at the screen as if he were immediately looking at her as the Time Lord pretended to roll his eyes in annoyance, "Yeah, missed you too," he returned with a faint smile, "See you soon, Ally."

"Yeah, see you in a bit," Alice put down the transmitter and leant back, looking over to Cheen and Milo, who had been watching the interaction between her and the Doctor. She felt herself blush without realising it before feeling a painful twinge in her side from hitting the car wall a while ago, making her let a small groan.

"You ok?" Cheen asked with a concerned frown.

"Yeah, must of where I fell over earlier," the redhead quietly offered a frown. "I'll get checked by the Doctor or something."

"Alright, let's get you back to your friend, the Doctor," Cheen grinned, putting a bit more emphasis on 'friend' as she or Milo shared a look, still not buying the fact that Alice cared about the Doctor a great deal even though she denied nothing could ever happen between them. The redhead slightly rolled her eyes at them before then smiling to herself.

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Once eventually reaching the Senate, Alice bounds joyfully into the room, surprised by the skeleton lying on the floor before her. The young woman frowned. Knowing it couldn't be the Doctor... but the remains of somebody else. She couldn't see Martha anywhere either. Who perhaps hasn't made it here yet?

"Doctor?" Alice called out.

The Time Lord moved away to leave Novice Hame by the Face of Boe's tank when he heard her familiar voice. The very moment he sees Alice sends nothing for a moment, but relief spreads throughout his entire being; without even thinking about it, he strides towards Alice, pulling her into a hug.

It startled Alice a little, but she winced, which the Doctor noticed, making him drawback to look her over with worry as she now held a hand to her side. "You're hurt."

"I'm fine," she denied, brushing it off as nothing when she knew it was for her Doctor's training. She wanted to show the Time Lord that she wasn't weak and vulnerable

Yet, he wasn't buying it, pulling out the sonic, scanning it over her, looking at it and back up at her, "You're not, Alice; you've cracked a rib," he cut her off before she protested.

"You've cracked a rib," the voice of a worried Martha now spoke from behind them, breaking the tension in the air.

"Martha, I'm fine." Alice turned to her friend, who went to embrace her tenderly, being mindful of where she placed her hands, resting them higher on Alice's back.

"She's not fine. We'll sort this out later," the Doctor argued before indicating for the two to follow him. "Come on, and there's somebody I'd like you both to meet."

Alice and Martha gasped upon seeing the massive head of an alien lying on the ground with shattered glass surrounding it that must be from the container. Its gigantic eyes almost seemed as ancient as the Doctor's drooping with exhaustion, something Alice recalled when holding her father's hand by his bedside before passing a few days later. She had seen it in his eyes that he'd been ready to die. Besides, the alien head was a half-human, half-cat dressed kneeling like a nurse, looking at it with concern.

"Ally, Martha, this is Novice Hame and The Face of Boe", the Time Lord introduced his companions as he kneeled before the dying Face of Boe.

"What's wrong with him?" Alice asked as she and Martha now approached, crouching beside the Doctor.

"My lord gave his life to save the city," Novice Hame explained lightly, "And now he's dying."

"No, don't say that," the Time Lord returned in a forced manner of cheery denial, "Not old Boe. Plenty of life left."

Yet Alice could see it in the Doctor's eyes: he wasn't okay with it and only put on a front to make himself feel better.

"It's good to breathe the air once more," Boe said to them.

"Who is he?" Martha asked.

"I don't even know," the Time Lord admitted with a shrug as he gazed at the Face of Boe.

Alice had a slight unknown twinge in her head, telling her she should know who he was when she'd only just met him. Why do I feel like I should know him? She asked herself. It was like when she first met the Doctor at Donna's wedding; she could read him like a book as if she knew him already, yet she had only just met him. It was a mystery that was becoming all the more confusing for her.

"Legend says The Face of Boe has lived for billions of years," the Doctor continued as Alice snapped from her thoughts, a hint of glassines in his eyes, "Isn't that right? And you're not about to give up now."

"Everything has its time," The Face of Boe offered shrewdly. "You know that, old friend, better than most."

"The legend says more," Novice Hame added.

The Time Lord's eyes snapped up with a stern gaze in her direction, "Don't. There's no need for that."

"It says that The Face of Boe will speak his final secret to a traveller."

"Yeah, but not yet," the Doctor's tone firmly told Alice that he wanted Hame to stop speaking before they said any more, "Who needs secrets, eh?"

"I have seen so much. Perhaps too much. I am the last of my kind - as you are the last of yours, Doctor," yet as The Face of Boe spoke, his eyes drifted towards Alice for a moment.

Her locket prickled against her skin, and her head went fuzzy as The Face of Boe's voice suddenly entered her head, eyes widening and a silent gasp escaping her lips.

'Dear Lily, Alice, you don't know me yet or yourself,' Alice frowned, adding more questions to her confusion already, 'Look after the Doctor and keep each other safe because one day, Ally, you're going to need to.'

She quietly nodded, even though she was feeling much more lost than ever before. As desperation entered the Time Lord's voice, not wanting this to happen as if he were speaking from experience, "That's why we have to survive. Both of us. Don't go."

"I must. But know this, Time Lord," Boe returned, speaking from his mouth for the first time, "You are not alone," he told the Doctor, his eyes darted towards Alice before finally drifting closed. Drawing his final breath, the Doctor stared, astounded, as Alice and Martha looked on with respect as Novice Hame wept.

Martha was first to get up, with Alice helping her up, an arm around her shoulders, both watching the Doctor, who kneeled a couple of minutes more before following them. Sensing him beside her, Alice held out her hand as a sign of comfort, knowing that sometimes you need a friend to hold on to even when they don't. He takes it without thinking, weaving their fingers together, clasping them together sharply before returning to where they started. Pharmacy Town. The first thing the girls notice as they stroll through is that it's deserted, not a soul in sight. Something only Martha knew the Time Lord would be very appreciative of. She also had noticed he still hadn't let go of Alice's hand since leaving the Senate, as if he didn't want her out of his sight.

"All closed down," the Doctor said.

"Happy?" Martha asked with a slight grin.

"Happy, happy," he returned with a grin, stopping to look at her and Alice as both women lightly laughed. The Doctor grinned at the young Noble before letting go of her hand to inspect an empty booth. "New New York can start again. And they've got Novice Hame. Just what every city needs - cats in charge!" he added playfully, "Come on, time we were off," he said, head jerking towards the TARDIS sitting in the distance.

Alice never felt happier to see the time machine, but soon that expression shifted along with that of Martha, both women wearing puzzled frowns, "But what did he mean, the Face of Boe?" she called after him, and the Doctor stopped turning back to face both women who hadn't moved from where they stood as Alice now quoted, "'You're not alone.'"

"I don't know," the Doctor answered honestly with a shrug, shoving his hands into his trousers pockets, rocking back and forth on his heels.

"You've got Ally and me," Martha offered as she and Alice walked towards him, smiling. "Is that what he meant?"

"I don't think so. Sorry," the Time Lord shook his head, the corners of his mouth twitching as if he were trying not to laugh. Yet, it felt terrible.

It hadn't been the answer she and Alice had been hoping for, making both women frown again, tiring of being treated as if neither of them didn't matter.

"Then what?" The redhead pressed, not wanting to stop until she got her answers met.

"Doesn't matter. Back to the TARDIS, off we go," he said, evading the question, which didn't sit well with either Alice or Martha, with him avoiding their questions.

So one of them grabs a pair of fallen chairs off the ground, unfolding one, then the other, both young women sitting, arms folded in front of them. The Doctor, having heard this, turned around to face them.

"All right, you staying?" he inquired with dry sarcasm.

"Not till you talk to us both properly, yeah," Martha insisted adamantly, "He said, "Last of your kind." What does that mean?"

"It doesn't matter," he goes to leave once again. Still, Alice was having none of his nonsense, sharing a brief look of disbelief at Martha. Both of them have taken enough of his chain of lies, especially Alice; if she continued this journey with him, she needed him to be more honest about things.

"You won't talk to us. You don't want to say anything!" the young Noble spoke distinctly, "So why not? What's stopping you?"

Then they hear a beautiful soft melody drifting through the buildings and fog above them of the people of New New York singing. To Alice, it was beautiful but filled with a note of hope

"It's the city," Martha voiced in awe, enchanted by it. "They're singing."

The Doctor looked at them both, knowing this would not be easy. His shoulders dropped in surrender as he took a deep, shaky breath.

"I lied to you 'cause I liked it. I could pretend," the Time Lord told the girls, voice dripping with pain and guilt, broke both women's hearts, "Just for a bit, I could imagine they were still alive, underneath a burnt orange sky," he said, looking somewhat distant searching for something he'd never see, "I'm not just a Time Lord." He said, "I'm the last of the Time Lords. The Face of Boe was wrong. There's no one else."

Alice and Martha sat quietly, letting it all sink in.

"What happened?" the redhead already asked the Time Lord.

He stood for another moment longer and went to grab a chair so he could sit across from them. Taking a deep breath, the Time Lord sat before them, elbows upon his knees, slumping back, drained of energy.

"There was a war," he told them, voice hollowed with pain. Alice or Martha couldn't understand "A Time War. The Last Great Time War. My people fought a race called the Daleks for the sake of all creation. And they lost. They lost. Everyone lost. They're all gone now. My family, my friends, even that sky. Oh, you should have seen it, that old planet. The second sun would rise in the south, and the mountains would shine. The leaves on the trees were silver, and when they caught the light every morning, it looked like a forest on fire. When the autumn came, the breeze would blow through the branches like a song ..."

And so Alice and Martha sat silently listening to the Doctor's stories of his long-destroyed home. The young Noble, now resting a hand upon his knee that didn't bother him in the slightest, just let her rest it there, making him feel at ease. Reaching out his hand, he rested it over hers that he was thankful.