The Doctor, Stone and Donna ran through the floors before skidding to a stop in the middle of the call centre as Miss Foster accompanied by her two guards stopped standing right in front of them.

"Well, then. At last." She looked between the three.

Donna waved at the woman eyeing the guns in the guard's arms. "Hello."

"Nice to meet you, I'm the Doctor." He waved.

Rita nodded also noticing the guns. "I'm the Stone"

"And I'm Donna."

"Partners in crime." Miss Foster looked between the Time Lords. "With a companion." He nodded at Donna before looking at both the Time Lords once more. "And evidently off-worlders, judging by your sonic technology."

"Ah, that reminded me." Rita patted herself down then held the sonic pen tossing it lightly in the air watching it spin then catching it. "I still have your sonic pen. It's quiet nice, not as good as my sonic which I just like to call a sonic, still it's good." She looked at the pen impressed then handed it to the Doctor.

"Sleek. It's kind of sleek." He then let Donna look at it. "Oh, it's definitely sleek." She nodded in agreement with them.

The Doctor took then pen back from her. "Yeah, and if you were to sign your real name, that would be...?"

"Matron Cofelia of the Five Straighten Classabindi Nursery Fleet." She informed them. "Intergalactic Class."

"A wet nurse" he nodded "using humans as surrogates."

"I've been employed by the Adiposian First Family to foster a new generation after their breeding planet was lost."

The Doctor and Rita frowned, something wasn't adding up, first the bees and now lost planets. "What do you mean lost?" The Doctor asked her. "How do you lose a planet?"

"Oh, politics are none of my concern." She waved a hand. "I'm just here to take care of the children on behalf of the parents."

"What, like an outer space super nanny?" Donna asked.

"Yes, if you like."

"So. So those little things, they're, they're made out of fat, yeah" she asked trying to wrap her head around the situation, "but that woman, Stacy Campbell, there was nothing left of her."

"Oh, in a crisis the Adipose can convert bone and hair and internal organs." She shrugges not caring. "Makes them a little bit sick, poor things." Rita watched her face becoming cold.

"What about poor Stacy?"

"Seeding a level five planet is against strictly galactic law." Rita coldly warned.

"Are you threatening me?" Miss Foster glared at her.

"She's trying to help you, Matron." The Doctor cut in. "This is your one chance, because if you don't call this off, then we'll have to stop you."

"I hardly think you can stop bullets." Miss Foster said as the guards then took aim. The Doctor pushed Rita behind her as she pushed Donna behind herself.

"No, hold on, hold on, hold on, hold on." The Doctor raised his hands, sonic screwdriver in one and sonic pen in the other. "One more thing, before... dying. Do you know what happens if you hold two identical sonic devices against each other?" Rita quietly winced knowing what would happen from experimenting with her own sonic and the Doctors when she was curious one time.

"No." Miss Foster replied.

"Nor me." He grinned. "Let's find out." He activated the sonics, Rita and Donna covered their ears as the horrid noise echoed in the room shattering glass nearby. Miss Foster and the two guards stumbled back in pain also holding their ears as the screeching sound continued. Rita then nudged the Doctor to stop the noise seeing that Miss Foster and the guards wouldn't be following them, she grabbed his hand and ran out with Donna following behind them. "Come on!" She shouted as they ran.

The Doctor then took the lead back through the basement corridor and back to the storage room. Rita felt her cheeks begin to burn remembering what happened earlier in the day, she was snapped out of her daydream by the crash of objects on the floor which the Doctor was throwing out of the room.

"Well, that's one solution." Donna shrugged not noticing the Time Lady's face. "Hide in a cupboard. I like it."

"We've been hacking into this thing all day-"

"Amongst other things..." Rita muttered. The Doctor looked at Rita for a moment. Donna frowned and looked between them. The Doctor shook his head violently and opened the wall. "Anyway..." He coughed his voice seeming to be a slightly higher pitch than usual. "We were hacking into this because the matron's got a computer core running through the centre of the building." He explained. "Triple deadlocked. But now we've got this..." he held up her sonic pen "we can get into it." He started to connect wires together.

"She's wired up the whole building." Rita explained to Donna.

"We need a bit of privacy." The Doctor held two wires together

"Just enough to stop them." Rita said seeing Donna's worried face. "They'll just have a nasty headache when they wake up."

"Why's she wired up the tower block?" The Doctor muttered. "What's it all for?"

"No idea," Rita muttered helping him connect wires together.

"You both look older." Donna said watching them.

"Thanks." The Doctor and Rita looked back at her.

"Still on your own?"

"Yup. Well, no. We had this friend. Martha she was called. Martha Jones. She was brilliant. And I destroyed half her life..."

"You didn't." Rita stopped what she was doing and looked at him. "You know she loved traveling but she had to stay home because of what the Master did. That is not your fault Doctor." She pointed at him. "Don't blame yourself."

He slowly nodded swallowing then looked at Donna. "She's fine, she's good. She's gone."

"What about Rose?" Donna softly asked.

"Still lost." The Doctor replied looking down. Rita placed an arm on his shoulder. The Doctor looked over his shoulder at Donna and changed the subject "I thought you were going to travel the world?"

"Easier said than done." She chuckled. "It's like I had that one day with you two... and I was going to change. I was going to do so much. Then I woke up the next morning, same old life. It's like you were never there." She sighed "And I tried. I did try. I went to Egypt. I was going to go barefoot and everything. And then it's all bus trips and guidebooks and don't drink the water, and two weeks later you're back home. It's nothing like being with you two. I must have been mad turning down that offer."

"What offer?" The Doctor asked.

"To come with you."

"Come with us?" He said. Rita rolled her eyes continuing to mess with the wires.

"Oh yes, please." Donna beamed. The Doctor looked at Rita who was grinning with amusement.

"Right." He slowly nodded.

"Inducer activated." The computer informed.

"That's not good." Rita muttered.

"What's it doing now?" Donna asked them.

"She's started the programme." The Doctor said helping Rita with more wires.

"So far they're just losing weight, but the Matron's gone up to emergency pathogenesis." The Doctor informed searching his pocket.

"And that's when they convert," Donna said.

"Skeletons, organs, everything." Rita looked up. "A million people are going to die. Got to cancel the signal." The Doctor took out the pendant dismantling it then handing it to Rita.

"This contains a primary signal." He explained as Rita connected it to the inducer. "If we can switch it off, the fat goes back to being just fat." He then helped her attach it.

"Inducer increasing." The computer announced.

"No, no, no, no, no." The Time Lords looked at each other then the machine.

"She's doubled it. We need-" The Doctor ran a hand through his hair.

"We don't have time." Rita cut in. "It's too far. We can't override it." She started hitting the machine. "They're all gonna die!"

"Is there anything I can do?" Donna then spoke up seeing the worry in their faces.

"Sorry, Donna, this is way beyond you." The Doctor said. "Got to double the base pulse... we can't."

"Doctor, Stone tell me. What do you need?" She said.

"We need a second capsule to boost the override..." he explained to her while Rita tried connecting more wires, "but we've only got the one."

"We can't save them." Rita ran a hand through her own hair she turned and saw Donna holding another pendant in the air. She beamed and took it out of the redhead's hand as the Doctor then connected it to the inducer shutting it down.

"Donna you saved them all!" Rita laughed hugging the woman. They then all looked up hearing a loud noise outside.

"What the hell was that?" Donna gasped.

"It's the ship," Rita said quietly hearing it outside in the sky.

"Fine. When you say nursery you don't mean a crèche in Notting Hill." Donna guessed.

"Nursery ship." The computer then lit up and stated an incoming signal before a voice started talking through.

The Doctor and Rita listening in as Donna asked: "Hadn't we better go and stop them?"

"Hang on." The Doctor held up a hand listening. "Instructions from the Adiposian First Family."

They listened as the Doctor explained to Donna. "She's wired up the tower block to convert it into a levitation post."

"Oh no," Rita looked at the Doctor. "They know what she's doing is illegal."

"We're not the ones in trouble now. She is!" The Doctor took Rita's hand running out down the basement corridor with Rita, Donna running behind them.

They ran up to the roof and stood there watching the small fat creatures float into the sky before they started to look around trying to find the woman.

"What you going to do then?" The redhead asked. "Blow them up?"

"They're just children." The Time Lords looked at her. "They can't help where they come from."

"Oh, that makes a change from last time. That Martha must've done you two some good." She looked at them.

"She did, yeah." He nodded. "Yeah. She did."

"She also fancied him." Rita laughed.

"Mad Martha, that one." Donna said. "Blind Martha. Charity Martha." She shrugged. They watched the white blobs floating in the sky. One of them noticed Donna and waved at her as she waved back at it. "I'm waving at fat." She mumbled.

"Actually, as a diet plan, it sort of works." The Doctor shrugged.

"Look!" Rita said running over to the edge. dragging the Doctor with her noticing Miss Foster floating upwards.

"Matron Cofelia" the Doctor shouted, "listen to us!"

"Oh, I don't think so, Doctor, Stone." She laughed. "And if I never see you again, it'll be too soon."

"Oh, why does no one ever listen." He groaned looking at Rita who nodded in agreement. "We're trying to help!"

"Just get across to the roof!" Rita shouted. "Can you shift the levitation beam?"

"What, so that you can arrest me?" She scoffed.

"Just listen." The Doctor shouted at her. "We saw the Adiposian instructions. They know it's a crime, breeding on Earth. So what's the one thing they want to get rid of? Their accomplice."

"I'm far more than that." She scoffed at them hovering in the levitation beam. "I'm nanny to all these children."

"Exactly!" He shouted. "Mum and Dad have got the kids now. They don't need the nanny anymore." They watched as the beam suddenly switched off without warning, Miss Foster blinked stunned before falling to the floor with a scream. Donna hid her face in the Doctors shoulder not wanting to witness the event as Rita rubbed the womans back. They watched as the last of the Adipose headed up to the ship before it flew off leaving Earth. A couple of moments later the Doctor headed down the stairs with the two. They headed out of the main entrance the Doctor glancing at the sonic pen before tossing it into the bin.

"Oi, you three!" They turned around seeing Penny still tied to the chair, slightly bent over as she moved down the stairs. "You're just mad!" She spat. "Do you hear me? Mad! And I'm going to report you for madness."

"She isn't wrong there." Rita shrugged. "Just slightly mad."

"You see," Donna said to the Time Lords as Penny shuffled off, "some people just can't take it."

"No." The Doctor said.

"And some people can." She beamed speaking about herself. "So, then. TARDIS!" She grabbed both their arms. "Come on." She dragged them away, they walked towards the alleyway where they had left the TARDIS Rita laughed at the woman's excitement as they walked her trying to make them move faster, Donna's eyes lit up before they widened, "that's my car!" She exclaimed running up to it, Rita's smile faded thinking that it was a little odd, then again stranger things happened that she had heard and witnessed, that was the life of a Time Lady, especially a life with the Doctor.
"That is like destiny." She ran around to the boot as the Doctor and Rita watched. "And I've been ready for this." She opened it revealing multiple suit cases filling up all the space in the boot, "I packed ages ago," she excitedly beamed taking suitcases out and throwing some in the Doctors arms, "just in case. Because I thought, hot weather, cold weather, no weather." She placed some in Rita's arms and then some more on the floor. "They go anywhere. I've gotta be prepared."

"You've got a... A hat box." He read the label glancing over at Rita who laughed.

"Planet of the Hats, I'm ready." She beamed. "I don't need injections, do I? You know, like when you go to Cambodia. Is there any of that? Because my friend Veena went to Bahrain, and she..." Donna looked at them both her smile fading. "You're not saying much."

"No, it's just." He thought for a moment. "It's a funny old life, in the TARDIS."

"You don't want me." She sadly said Rita's eyes snapped up. "He doesn't mean that." She stepped over a few suitcases standing beside the woman.

"But you asked me." She looked between them devastated. "Would you rather be on your own?"

"No." He paused for a moment glancing over at Rita then looking at Donna. "Actually... No." To be truthful he enjoyed having a companion in the TARDIS, he knew Rita enjoyed it but they missed a whole year and it hurt them both, of course they were getting better but he blamed himself for what happened to Rose and Martha, he didn't want to hurt anyone else. "But the last time, with Martha, like I said, it..." he breathed out explaining, "it got complicated. And that was all my fault." Rita narrowed her eyes at him trying to tell him to stop blaming himself, ignored her look he continued to speak. "I just want a mate."

"You just want to mate?" Donna looked at him horrified. Rita's eyes widened as she desperately tried to stop herself from laughing at what Donna thought she heard.

"I just want a mate!" He said louder.

"You're not mating with me, sunshine!" She said hiding behind the TARDIS.

"A mate." He said louder this time. "I want a mate."

"Well, just as well," Donna snapped, "because I'm not having any of that nonsense. I mean, you're just a long streak of nothing." She waved at him. "You know, alien nothing."

"There we are, then." He said sounding slightly offended at her comment. "Okay."

Donna looked between them her eyes lighting up a little. "I can come?"

"No issues with me." Rita beamed then looked to the Doctor.

"Yeah." He nodded. "Course you can, yeah." He looked at Rita who smiled. "We would love it."

Donna practically jumped on Rita tightly hugging her then went to hug the Doctor. "Oh, that's just..." She stopped blurting out: "car keys."

"What?" The Doctor and Rita frowned at her confused.

"I've still got my mum's car keys." She explained running off while shouting. "I won't be a minute."

They watched run off down the corner. "What?" The Doctor looked at Rita smiling while shaking her head.

"I've been waiting to see Donna again." She said taking the suitcases into the TARDIS. "I always knew we would see her one day, didn't expect to see her so soon."

The Doctor laughed setting down the rest of the suit cases then leant against the console. A few moments later Donna ran in. "Off we go, then."

"Here it is." The Doctor started to walk around. "The TARDIS. It's bigger on the inside than it is on the outside."

"Oh, I know that bit." She waved her arm. "Although frankly, you could turn the heating up."

"Never heard that one before." Rita laughed. "Always nice to have a surprise."

"So, whole wide universe," the Doctor looked at Donna standing beside Rita, "where do you want to go?"

"Oh, I know exactly the place." She grinned at them.

"Which is?"

"Two and a half miles that way." She jerked her head to the right.

The Doctor and Rita shared a curious glance. "Off we go then." Rita shrugged turning to the console with the Doctor pressing buttons and pulling levers setting the coordinates a moment later Rita looked over at Donna nodding. The woman ran over to the doors looking back at the Time Lords who nodded once more before she threw them open.

"That's Donna!" The Doctor and Rita faintly heard the shouts of a man, they glanced over at the doors and could see a man jumping up and down waving. "Yeah, that's Donna!" The Doctor and Rita chuckled giving the man a wave as he continued to jump around madly waving and shouting at the woman. "And that's him and her!" He shouted. "It' them!" They heard the man shouting happily making the Time Lords grin. "Hey, it's them! Ha, ha, ha! Go on, gal!" He threw his hat in the air spinning around. "Go on, get up there! Hey!"

----------------------------------------------------------------

"Donna?" Rita called out hearing the woman shuffling about in the TARDIS kitchen. She looked over her shoulder at the Time Lady who smiled nodding for her to come over. "I just came to see if you needed help with anything."

"No, I'm fine." She smiled. "Just making a bit of tea." She held up a cup making her point before offering some to the blonde, "would you like some?"

"Sure." She nodded walking over taking a cup and handing it to the human woman, finishing with the tea she handed the Time Lady hers and sat down at the table.

"Where's the Doctor?" Donna frowned slightly looking around, Rita chuckled in amusement shaking her head, "we do our own things Donna, I don't stay with him every waking moment." She nodded in understanding taking a sip of her drink before placing it down tilting her head a little and asking the question which she was dying to know ever since they had been to the storage room where Rita looked extremely embarrassed. "What are you two?"

Rita looked down a small blush creeping to her cheeks. Donna raised a brow waiting for the Time Lady to reply. Looking up at the redhead she nodded. "Together," she grinned widely. "We're together."

"As in he's your boyfriend?" She asked not understanding what 'together' meant to Time Lords.

"In human sense yes."

The human woman frowned for a moment trying to understand, "What does that mean?"

"Well, technically in the eyes of other Time Lords and definitely pleasing my mother and father we would just be seen as friends."

"Why is that?"

"Time Lords didn't necessarily date... It was mostly arranged marriages if Time Lords did date each other which was very rare and frowned upon they wouldn't be seen as 'together' by the high council or really anyone other than themselves." She sighed wishing that what was saying wasn't actually true.

"And your parents...?" Donna cautiously and carefully asked not wanting to offend her.

"They disliked the Doctor... Despised him actually." Donna frowned.

"Why?"

"They thought he was mad." The woman raised a brow as if to say 'he is' Rita smiled at her amused then nodded. "Okay he is mad, but Time Lords we're supposed to be all formal, he isn't exactly that." She laughed thinking of how childish he was at times. "They hated that he was my friend, even tried to get my cousin to tell him to not talk to me..." She muttered quietly still slightly upset about the whole ordeal even when she didn't want to admit it to herself, he was family. "I eventually found out and got angry, we then found a TARDIS and snuck in every now and then, just sat in the console room and talked for hours upon hours dreaming of the stars, planets we only heard about or read in books." She spoke in awe refreshing her mind of the beautiful memories and conversations as Donna watched softly smiling seeing the love the Time Lady had for the Doctor practically pour out. "Then one day he looked at me when we sat on the floor in the console room, took my hand and asked if I wanted to 'borrow' the TARDIS with him."

"And I don't regret that choice." She spun around seeing the Doctor stood leant against the frame of the door smirking.

"I don't regret accepting the offer." She smiled back before turning to Donna. "After that, we went and picked up his granddaughter who he had promised to take with him to see the stars."

"You loved Susan" she heard him practically smiling fondly at the memories.

"I did." She nodded, "wouldn't stop calling me her grandmother while I'm pretty sure you encouraging." She chuckled seeing a tint of pink now on his face in embarrassment. "Anyways, enough about that." She jumped up. "I'm off to read, tea then read is something I apparently do now." She shrugged as the Doctor laughed in amusement watching her walk past him then head down the halls of the TARDIS.