!EDITED!

A/N: was 8273 words, is now 9700! Enjoy! :D

After putting the TARDIS into deep space, the Doctor went off to show Martha her room so she could get a few hours of sleep before we leave again. Now, it was hours later and I was floating in the pool, staring up at the ceiling. This was honestly my favorite room in the TARDIS, even as a Human. The smell of books and chlorine that filled the air was calming along with the TARDIS playing soothing piano music.

"You've been avoiding me," Kas' voice says calmly.

I look over to see him laying on his stomach on the edge of the pool, holding himself up by his elbows with his chin in his hands. I bite my lip guiltily and sigh as I swim over to the edge, leaning on it to hold myself up and kicking my feet in the water. Kas raises an eyebrow, "you gonna tell me why?"

I take a deep breath, closing my eyes, "IthinkMarthahasacrushonme!" I squeak out quickly, my face bright red.

Kas was unpredictable when it comes to people taking notice in me, so I was a little worried about how he would react. Sometimes he was a possessive caveman - which... doesn't really bother me, at all - and others he didn't give it much thought. I needed his advice on what I should do, though. I didn't want Martha to go home and I definitely didn't' want the Doctor to throw her out.

To my relief, he smirks with a hum, "well, she certainly has great taste in women," he eyes me up in my bikini.

"This is serious, Kasterborous!" I slap his arm, my face even redder now. Bastard.

"Who said I wasn't being serious?" his smirk widens as he leans forward to where his lips were just ghosting mine. "It doesn't matter, it's not as if she's got a shot with you," he kisses me for just a moment, chuckling when I let out a whine as he pulls away. "You're mine," he growls playfully, trailing kisses to just behind my ear.

"I don't know... she is cute," I breathe out as he starts to nibble on my earlobe. "Stop it, we've got to talk about this," I push him back by his shoulders, giving him a stern look.

"It's just a little crush," he rolls his eyes, moving to press kisses to my neck. "And it's understandable, you did kiss her and save her life," he shrugs, starting to suck and bite and lick at my skin.

I bite my lip, tightening my grip on his shoulders, "but I like Martha..."

"Martha's good," he agrees, pressing a kiss to the mark he'd made and he moves down to my collarbone.

"What do you think I should do?" I mutter, wrapping arms around his neck as he continues to leave kisses on my skin. My light starts to flow around me.

Kas groans when he feels the heat through his clothes and I amp up my light teasingly. Kas wraps an arm around me and I'm suddenly laying on my back by the pool with him hovering over me. "Ignore it," he sits up, straddling my thighs as he slips his blazer and tie off. "I'll go away after a while," he shrugs, leaning down to kiss me while he uses his tie to tie up my wrists above my head. Pulling back, he wiggles his eyebrows at my bright red face, making me snort quietly. "Have I ever told you how adorable you are when you get all red and flustered?" he smirks, rubbing his nose against mine. "Five hundred and seventy-seven years of marriage and I can still make you look like a sexy tomato," he teases.

"It is annoying how I both hate and love that you just called me a 'sexy tomato'," I roll my eyes. "You're trying to distract me," I point out with a slight huff.

"Is it working?" he raises an eyebrow.

"Maybe," I smirk, putting my tied hands behind his neck and pulling him down into a kiss.

Kas smiles against my lips, sliding his tongue along my bottom one and I open my mouth to him, moaning softly as he deepens the kiss. The Doctor lifts me up a bit so he can untie my bikini top.

***

The Doctor wraps me up in a fluffy towel and pulls me into a lap, wrapping his arms around me and leaning his chin on my head. I rub at my wrists as I snuggle close to him, a dopey smile on my face. "So," I sigh, tracing shapes on his arm with my light. "Back to the conversation we were having before you seduced me," I smile up at him and he chuckles, kissing my nose. "You really think it'll go away if I just ignore it?"

"It's just a crush, Rinell, no big deal," he shrugs, grabbing my left hand with his and making our marks touch. He smiles softly when I hum in content and lay my head on his shoulder. "We can give her another trip and see how she does," he suggests, using his free hand to run his fingers through my hair.

"We should take her to the future this time," I murmur thoughtfully. "I think she'd like that and... maybe we could go back to New New York and actually have a look around."

"Brilliant!" Kas beams, sliding me off his lap and standing up. He looks around himself and grabs his blazer and tie before buttoning his trousers. "And this time, there's no bitchy trampoline to possess you," he leans down, giving me a kiss. "Go get ready, I'll be in the console room," he murmurs against my lips before running off.

***

After taking a shower, healing any marks left on me with my light, and getting ready for the day, I head to the console room. The Doctor was getting ready to head off and Martha was sitting on the jump-seat. I was a bit hesitant, but I go over and sit next to her. She jumps at my sudden and quiet appearance, making me snort quietly. "Just one trip is what the Doctor and I said," I point to her. "One trip in the TARDIS and then home." Martha's face falls and she looks down, folding her arms.

"Although..." Kas trails off, making her immediately perk up and look at him hopefully. "I suppose we could stretch the definition," he smirks, both of us watching as Martha's face lights up. "Try one trip to the past, one trip to the future? How do you fancy that?"

"No complaints from me!" she cheers happily.

I get up, giggling at her enthusiasm and lean against the console, "how about a different planet?"

"Can we go to yours?" she asks eagerly with a wide grin.

I bite my lip, turning around to mess with a lever and choosing to ignore Kas' wince as he gives me a sympathetic smile. "Plenty of other planets," I shake my head, trying to keep the crack out of my voice.

"Come on, though!" Martha tries, jumping up and nudging me with her hip. "I mean, Planet of the Iralians! That's got to be worth a look! What's it like?" she grabs my arm with both hands, bouncing slightly.

"Absolutely breathtaking..." I breathe out, keeping my back to her.

"Is it like, you know, outer space cities? All spires and stuff?"

"I... guess you could say that," I shrug, glancing at Kas, who was 'ignoring' us as he messes about with the console.

"Great big temples and cathedrals, then!?"

"Well... not really," I mess with my shirt sleeve, eyebrows furrowed slightly. "There wasn't really temples or anything like that, but there was a sort of... colosseum around the Pool of Light."

"Lots of planets in the sky?"

I close my eyes, seeing my home as it was before the war and my heart aches "The sky is a deep blue... and when the twin suns set, it turns pink and purple and green... it's a tropical forest planet - like a great big jungle - and at night, everything glows from the light of the planet, even the animals. The buildings are made from crystal and reflect the light... causing rainbows to dance around..." I whisper, a tear sliding down my cheek.

"Can we go there?" Martha asks, her tone a bit breathless.

I shake myself out of it and scoff, "nah!" I pull away from her, starting the engines. "How is that any fun for me? Going home and being called 'Your Highness' every five seconds and not having any privacy! This is much better," I smile at her while I pilot us to New New York.

"Year five-billion and fifty-three, planet New Earth!" Kas beams, helping me as he bounces around the console. "Second hope of mankind! Fifty thousand light-years from your old world and we're slap-bang in the middle of New New York! Although, technically, it's the fifteenth New York from the original! So, it's New New New New New New New New New New New New New New New York!" he rambles, making me giggle at his 'subtle' attempt to lighten my mood. "One of the most dazzling cities ever built!" he wiggles his eyebrows at me.

The Doctor throws on his trench coat and grabs my hand, kissing the top of my head as he leads me outside. I squeal at the sudden cold from the rain that was pouring down, making my husband laugh. Martha follows quickly and immediately scowls, zipping her jacket up. "Oh, that's nice! Time Lord version of dazzling," she rolls her eyes.

"Nah, bit of rain never hurt anyone," the Doctor smiles, wrapping an arm around my shoulders and rubbing my arm as I wrap my arms around my waist, shivering. "Come on, let's get under cover!"

The three of us hurry under a sort of awning to hide from the heavy rain. I look around the street we're on and it looks as if we've ended up in some sort of under-city. Everything was filthy and covered in rubbish. Martha nudges me with her elbow, her arms wrapped around her self, "well, it looks like the same old Earth to me on a Wednesday afternoon," she notes, making me roll my eyes with a smile.

"Give me a second before you start complaining," I tease, pulling Kas' sonic from my pocket. "Let's have a look, shall we?" I smirk, sonicking a little TV screen that was on the wall behind us.

Kas leans against the wall beside me, folding his arms with a heavy sigh, "already back to nicking my sonic, then?"

"Mine got fried," I shrug, glancing at him. "You could make me a new one?"

"Hm, if you're good," he retorts, lips pulling into a smirk.

"I'm always good," I huff with a slight pout, making him chuckle. I go to complain when a blonde woman appears on the screen and I beam. "Ta-da!" I turn to Martha, doing jazz-hands and she snorts loudly.

... and the driving should be clear and easy, with fifteen extra lanes open for the New New Jersey expressway...

The image changes to a view of New New York City with the river and cars zooming about. My heart aches a bit as I think of the last time we were here... with Rose.

"Oh, that's more like it!" Kas beams, looking over my shoulder. "That's the view we had last time," he taps the screen with his fingers. "This must be the lower levers, down in the base tower... some sort of under-city," he muses, looking around.

"That's what I was thinking," I smile back at him and he sends me a wink, making me snort.

"You've brought me to the slums?" Martha raises an eyebrow.

"Much more interesting, Martha! It's all cocktails and glitter up there!" I retort, beaming at her and bouncing slightly. "This is the real city," I nudge her with my elbow.

"You'd enjoy anything," she shakes her head, smiling.

"That's Star," the Doctor beams, wrapping his arms around my shoulders from behind and pulling me back against him. "Excitable and easily impressed," he kisses the top of my head and I roll my eyes.

"Have to be with you, twiggy," I smirk up at him.

The Doctor scoffs, pushing me away from him and holding a hand over each of his hearts, "you wound me, tiny," he pouts dramatically, throwing an arm around Martha and leaning on her as we both snicker. "She's killed me, Martha, it's over! I'm done for!"

"You drama-queen!"

"Oh, the rain's stopped!" the Doctor straightens, beaming and I snort loudly. "Better and better!"

"... when you say 'last time', was that you two and Rose?" Martha asks a bit hesitantly, making the smiles fade from Kas and me.

"Um, yeah... yeah, it was... yeah," Kas murmurs quietly, grief washing over me.

"You're taking me to the same planets that you took her?" Martha frowns.

"What's wrong with that?" I frown back, my eyebrows furrowed.

"Nothing," she scowls, pushing past me and muttering something under her breath that I don't catch. What's her problem? We're in the future! A new time, a new planet!

I jump when a man flips open a vendor's cart along with two others on the street. "Oh! You should have said! How long have you been there? Happy! You want happy?"

"Customers! We've got customers!"

"We're in business! Mother, open up the Mellow! And the Red!"

"Happy, Happy, lovely happy Happy!

"Anger! Buy some Anger!"

"Get some Mellow, makes you feel all bendy and soft all day long!"

"Don't go to them, they'll rip you off! Do you want some happy?"

"No, thanks," Kas shakes his head, frowning at the three vendors.

"Are they selling drugs?" Martha asks with furrowed eyebrows.

"I think they're selling moods," I murmur.

"Same thing, isn't it?" she raises an eyebrow.

"Good point..."

A young girl with pale skin and wearing rags walks up to the stalls. "Over here, sweetheart!" one of the vendors calls. "That's it, come on! I'll get you first!"

"Oi! Oi, you! Over here! Over here! Buy some Happy!"

"Come over, yeah," the woman vendor smiles and the girl shuffles over. "And what can I get you, my love?"

"I want to buy Forget," the girl murmurs sadly, making me frown.

"I've got Forget, darling," the vendor smiles kindly. "What strength? How much you want forgetting?"

"It's my mother and father, they went on the motorway," she sniffles and my frown deepens. She wasn't that young... and if they're just going on a trip or something, why would she want to forget them? Who would want to forget their parents over something like that?

"Oh, that's a swine," the vendor shakes her head and pulls out a clear patch, handing it to the girl. "Try this: Forget 43. That's two pence."

The girl hands over the money and turns away. She goes to use the patch, but I rush over and grab her arm to stop her. "Sorry, but hold on a minute, what happened to your parents?"

"They drove off," she sniffles, pulling her arm from my grasp.

"They might drive back," Kas points out.

"Everyone goes to the motorway in the end," she shakes her head. "I've lost them!"

"But they can't have gone far, you could find them," the Doctor tells her gently.

"We'll help, if you like," I offer.

The girl just stares at us for a moment before pressing the patch to the side of her neck. "No, no, no, don't!" I shout, but it's too late.

The girl's face goes from grief-stricken to calm as she blinks rapidly. "I'm sorry, what were you saying?" she looks between Kas and me.

"Your parents... your mother and father," I tell her gently and she just looks at me blankly. "They're on the motorway..."

"Are they? That's nice," she smiles and I share a look with the Doctor. "I'm sorry, I won't keep you..." she nods to us before walking off, almost swaying happily.

"So that's the Human Race five billion years in the future? Off their heads on chemicals," Martha scowls after her, folding her arms.

"Really not so different-" Martha screaming cuts me off. I turn, my eyes widening in horror when I see a woman holding onto her. She and a man were dragging Martha off and the woman had a gun aimed at the Doctor and me.

"You let her go, right now!" I glare as I get out my blaster, aiming it at the woman. She yelps and changes her aim to Martha's head, making my glare harden.

"I'm sorry... I'm really, really sorry!" the man stares between us. "We just need three, that's all!"

"No, let her go! I'm warning you! Let her go!" the Doctor shouts, holding his hands out to them. "Whatever you want, we can help! All of us, we can help!"

"But first you've got to let her go!"

"I'm sorry," the woman cries, backing away further. "I'm really sorry! Sorry!" she and the man head out of sight, slamming a large metal door behind them.

I rush over and bang on the door, growling in frustration as my light crawls up my arms. The Doctor comes up beside me, gritting his teeth as he uses the sonic to open the door. He yanks it open and the two of us rush after the people that just kidnapped our companion. By the time we get to a sort of fire escape, there's a hover-car driving off. "Martha!" the two of us scream after them, leaning over the railing and watching them drive off as our panic blends together.

"They took her," I growl under my breath, holstering my blaster and heading back into the area we'd just been.

"We'll get her back," Kas promises, falling into step with me and wrapping an arm around my shoulders to calm me.

"Oh, I know we will," I mutter darkly.

I go over to one of the vendors now closed hatches and bang on it. The plump vendor opens up and smiles down at me, "thought you'd come back! Do you want some happy Happy?"

Ignoring her question, I glare up at her, "those people, who were they? Where did they take her?"

"They've taken her to the motorway," another vendor opens their hatch.

"Looked like carjackers to me!"

"I'd give up now, darling, you won't see her again!"

"Used to be thriving this place!"

"You couldn't move! But they all go to the motorway in the end!"

"He kept on saying 'three, we need three'," the Doctor mutters, his eyebrows furrowed in thought. "What did he mean 'three'?"

"It's the car-sharing policy, to save fuel," the plump vendor informs us. "You get special access if you're carrying three adults."

"How do we get to the motorway?" I raise an eyebrow.

"Straight down the alley, keep going to the end," she shrugs. "You cannae miss it. Tell you what," she smiles. "How about some happy Happy? Then you'll be smiling, my love!"

"Word of advice, all of you," Kas glares at the three of them, anger washing over me. "Cash up, close down and pack your bags!"

"Why's that, then?" the plump vendor scoffs, rolling her eyes.

I grab her collar and bring her down to my height, "cause the second we find her alive and well - and be sure, we will find her alive and well - we're coming back here and this street better be closed down," I snarl, making her eyes widen as I release her.

***

The Doctor and I make it to the end of the alleyway where there's a huge metal door labeled 'Lay-by'. Kas hurriedly sonics it and we head out onto a small balcony. I immediately start to cough, my lungs burning from the thick exhaust fumes that were filling the air. Looking up, my eyes widen at the sheer mass of hover-cars stacked basically on top of each other. There were thousands upon thousands of them. A nearby car opens up and someone in goggles and a WWII get-up steps out onto the balcony. "Hey, you daft little street struts! What are you doing standing there? Either get out or get in! Come on!" the man waves us into his car.

Kas - who was now coughing pretty badly as well - and I share a look before shrugging and heading into the car. Inside was a dark-haired woman sitting in the passenger seat. I lean against Kas, both of us gasping for air, though I was also starting to wheeze.

The man slams the door shut, "did you ever see the like?" he scoffs.

"Here you go," the woman hands the Doctor an oxygen mask. He holds it to my face and I breathe in the clean air greedily, trying to take slow breaths.

The man looks between us, "just standing there, breathing it in," he shakes his head, taking off his scarf and goggles and I'm momentarily surprised to see he's a cat person. "There's this story, says back in the old days on Junction 47, this woman stood in the exhaust fumes for a solid twenty minutes! By the time they found her, her head had swollen to fifty feet!"

I raise an eyebrow at that and take the mask off, holding it to the Doctor's face and rubbing his back as he breathes in deeply. The man steps past us to get to the driver's seat and he sits down heavily.

"Oh, you're making it up," the woman rolls her eyes.

"A fifty-foot head! Just think of it! Imagine picking that nose!" he laughs, making me snort quietly.

"Oh, stop it! That's disgusting!"

"What, did you never pick your nose?" he teases.

The woman suddenly perks up, slapping his arm repeatedly, "Bran, we're moving!"

"Right, I'm there, I'm on it," he nods and I feel the car move just a bit. "Twenty yards! We're having a good day," he smiles before turning to us. "And who might you be? Very well-dressed for hitch-hikers."

"Thank you," I smile, grateful for the lift and for the oxygen. "Sorry, my name is Star Tyler and this is my husband, the Doctor."

"Medical man," the man beams. "My name's Thomas Kincade Brannigan, and this is the bane of my life, the lovely Valerie."

"Hello," I smile between them, waving awkwardly.

"Nice to meet you," Valerie smiles.

"And that's the rest of the family behind you," Brannigan nods behind us to a small curtained-off area.

The Doctor takes the mask from his face and I hand it back to Valerie while Kas pulls the curtain back. There's tiny meows and I look back to see kittens in a basket with fluffy blankets to keep them warm. "How cute," I squeal quietly, picking up a little black and white one. She purrs as I lift her up, nuzzling her forehead against my cheek.

"Ah, that's nice," the Doctor beams, picking up an orange stripey one. "Hello," he coos, scratching behind his ears and he purrs, leaning into the touch. "How old are they?"

"Just two months," Valerie watches her children getting attention with a soft smile.

"Oh, they're precious," I coo, curling my finger and rubbing under my kitten's chin with my knuckle.

"Poor little souls, they've never known the ground beneath their paws," Brannigan sighs, making me frown in confusion. "Children of the motorway," he explains... which doesn't really help. At all.

"What, they were born in here?" Kas asks, his eyebrows furrowed.

"We couldn't stop," Valerie shakes her head. "We heard there were jobs going, out in the laundries on Fire Island. Thought we'd take a chance," she explains.

"You're telling us that you've been driving for two months?" I ask incredulously.

"Do I look like a teenager?" Brannigan scoffs. "We've been driving for twelve years now," he tells us and my eyes widen. What the hell?

"I'm sorry?" Kas frowns, setting his kitten down.

"Yeah! Started out as newlywed," Brannigan smiles. "Feels like yesterday."

"Feels like twelve years to me," Valerie rolls her eyes and I can't help but smile at that.

"Ah, sweetheart, but you still love me," Brannigan coos teasingly, reaching over and tickling his wife. She swats at his hands, giggling madly. They're adorable.

Kas stares between the two, firing off questions, "twelve years? How far did you come? Where did you start?"

"Battery Park, it's five miles back," Brannigan shrugs.

"Wait, wait, wait," I hold up a hand, my eyes wide. "It took you twelve years to travel five miles?"

"... I think they're a bit slow," he whispers to his wife and I roll my eyes. If he's going to insult us, he could at least try to actually whisper.

"Where are you from?" she asks us.

"Never mind that," I wave off. "We've got to get out!"

"Our friend's in one of these cars! She was taken hostage," the Doctor explains, worry and anger washing over me.

"We should just head back to the TARDIS," I sigh, trying not to freak out as I move over to open the door. I immediately start coughing from the exhaust fumes and slam the door shut.

"You're too late for that! We've passed the lay-by! You're passengers now!" Brannigan calls back.

"When's the next lay-by?" Kas asks, rubbing my shoulders soothingly.

"Oh, six months?" he guesses.

"What!?" I squeak.

Kas moves over to the bed in the back of the car where a little TV screen was. Using his sonic to hack into it, he calls into the comm, "I need to talk to the police!"

Computer - Thank you for your call. You have been placed on hold.

"But you're the police!" I gape at the screen, hopping on the bed.

Computer - Thank you for your call. You have been placed on hold.

I groan, putting my head in my hands. The Doctor rubs my back, "is there anyone else?"

"Oh!" my eyes widen as I hop off the bed and move over to Brannigan. "We met the Duke of Manhattan a while back! Is there any way of getting through to him?"

"Oh, now, ain't you a proper lady?" Brannigan scoffs.

"We've got to find our friend," I glare. Angry at both his tone and the entire situation itself.

"You can't make outside calls, the motorway's completely enclosed," Valerie explains.

"Who the hell thought that was a good idea?"

"What about the other cars?" Kas cuts in.

"Oh, we've got contact with them, yeah," Brannigan nods, messing with the computer on the dash. "... well, some of them, anyway," he corrects himself. "They've got to be on your friends' list," he explains as he scrolls through a list of numbers. "Now, let's see... who's nearby? Ah, the Cassini sisters!" he beams and a picture of two old ladies with the number 'three-one-seven-a-one' pops up on the screen. "Still your hearts, my handsome girls, it's Brannigan here!"

"Get off the line, Brannigan! You're a pest and a menace!" a woman's voice comes through.

"Oh, come on now, sisters! Is that any way to talk to an old friend?"

"You know full well we're not sisters! We're married!"

"Ooo, stop that modern talk! I'm an old fashioned cat," Brannigan teases and I try not to groan. We haven't got time for small talk! "Now, I've got a couple of hitchhikers here, call themselves Star and the Doctor-"

"Hi, really sorry," I grab the comm, shooting Brannigan an apologetic smile. "We're looking for our friend, Martha Jones, she's been carjacked."

Kas comes up right beside me so he could speak into the comm as well. "She's inside one of these vehicles, but we don't know which one."

"Wait a minute, could I ask: what entrance did they use?" another woman's voice comes through.

"Where were we?"

"Pharmacy Town," Brannigan answers.

"Pharmacy Town," I relay to the Cassinis. "About twenty minutes ago, give or take."

"Let's have a look..."

"Just my luck to marry a car-spotter," old lady one teases and I couldn't help my lips twitching up as I share a slightly amused look with Kas.

"In the last half hour, fifty-three new cars joined from Pharmacy Town junction."

I sigh, running a hand through my hair, "anything a bit more specific?"

"All in good time," old lady two admonishes and I roll my eyes. I'm hundreds of years older than you, lady! "Was she car-jacked by two people?"

"Yes, she was! Yeah," Kas tells her quickly, both of us perking up.

"There we are! Just one of those cars was destined for the fast-lane," she tells us and I sigh in relief. God, I hope Martha's alright. "That means they had three onboard, and the car number is four-six-five-diamond-six."

"That's it!" Kas beams. "So, how do we find them?"

"Ah... now there I'm afraid I can't help," old lady two sighs sadly.

"Call them on here," I retort.

"We've got their number: diamond six," Kas agrees.

"But not if they're designated fast-lane," Brannigan argues. "It's a different class."

"You could try the police," old lady two puts in.

"Yeah, aren't much help," I roll my eyes, folding my arms. "They put us on hold."

"You'll have to keep trying, there's no one else," old lady one cuts in.

"Thank you," the Doctor sighs, setting the comm back in place. He sits down and pulls me into his lap, wrapping his arms around my waist and leaning his chin on my shoulder.

"We've got to go to the fast-lane," I decide, looking between Brannigan and Valerie and Kas hums in agreement. "Please, take us down?"

"Not in a million years!" Brannigan scoffs, immediately tense and I raise an eyebrow.

"You've got more than three passengers," the Doctor retorts, eyeing him suspiciously.

"I'm still not going," he shakes his head, not looking at either of us.

"She's alone and she's lost," I shake my head. "She doesn't belong on this planet... she's so far away from home and it's all my fault," tears well up in my eyes and the Doctor tightens his arms around me, pressing a kiss to my neck. "I'm asking you: Brannigan, take us down?"

"That's a no," Valerie cuts in, her tone sharp and I frown. "And that's final! I'm not risking the children down there," she shakes her head.

"Why not? What's the risk? What happens down there?" Kas fires off.

"We're not discussing this! The conversation is closed!"

"So, what? We keep on driving, then?" I scoff, wiping my eyes.

"Yes, we do," Brannigan nods.

"For how long!?"

"Till the journey's end," he retorts.

The Doctor slides me off his lap, a pang of worry and anger hitting me as he grabs the comm again. "Mrs. Cassini, this is the Doctor. Tell me: how long have you been driving on the motorway?"

"Oh, we were amongst the first, it's been twenty-three years now," old lady one answers.

I grab the comm, "and in those twenty-three years, have you ever seen a police car?"

"... I'm not sure," her wife answers.

"Look at your notes. Any police?"

"... not as such..."

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

"I can't keep a note of everything!"

"What if there's no one out there?" Kas asks, his eyebrow raised.

"Stop it," Brannigan snatches the comm and hangs it up. "The Cassinis were doing you a favor," he glares.

"Someone's got to ask," I retort, my hands on my hips. "You might not talk about it, but it's there: in your eyes." He looks away from me, his hands tightening on the steering wheel. "What if the traffic jam never stops?"

"There's a whole city above us!" he shakes his head, not looking at me. "The mighty City-State of New New York! They wouldn't just leave us!"

"In that case, where are they? Hmm?" Kas looks between them. "What if there's no help coming? Not ever? What if there's nothing? Just the motorway, with the cars going round and round and round and round. Never stopping... forever."

"Shut up! Just shut up!" Valerie cries before being cut off by the screen popping up with the same blonde from earlier.

This is Sally Calypso, and it's that time again! 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," Brannigan shakes his head. "But we're not abandoned... not while we have each other," he grabs his wife's hand.

Sally Calypso - This is for all you out there on the roads. We're so sorry... drive safe.

Somber music comes through the comm. Brannigan and Valerie begin to sing along with it, but I was stuck on Sally's last words. I turn into Kas' arms while the music continues to play, wrapping my arms around his waist with his going around my shoulders. "Why did she say she was sorry?" I bury my face against his chest. "... Martha's out there, Kas," I whisper.

"We'll figure this out and get her back," he murmurs, pressing a kiss to the top of my head. "It's not your fault-"

"Of course it is," I scoff and he sighs, squeezing me.

Pulling away after the singing stops, he turns to Brannigan and Valerie, "if you won't take us, I'll go down on my own."

"Um, that's we," I fold my arms, cocking my hip.

"No, that's me," he narrows his eyes.

"Either you leave me here and I follow anyway, or you take me with you," I raise an eyebrow.

Kas groans and makes a motion like he wants to strangle me, making my eyebrow go higher. "So damn stubborn, always," he huffs, kneeling down by a trapdoor on the floor of the car.

"What do you think you're doing?" Brannigan gapes.

"Finding my-" he cuts himself off when I clear my throat. "Our own way," he corrects with an eye-roll. "We usually do," he shrugs, using his sonic on the trapdoor.

Computer - Capsule open.

I look down and through the thick fumes, coughing as I see a car stop right below us. "Hm, this time you're not jumping into a trapdoor by yourself and at least this one doesn't lead to the devil," I give the Doctor a pointed look.

"That you know of," he retorts, his lips twitching up as he slips off his coat. "Look after this," he tosses it to Valerie.

"Oh, I love that coat," I smile. "Wasn't it Janis Joplin that gave it to you?"

"It was," Kas beams.

"But you can't jump!" Valerie stares at us.

"If it's any consolation, Valerie, right now... I'm having kittens," the Doctor swallows hard, sitting on the edge of the hole.

"This Martha... she must mean an awful lot to you," Brannigan looks between us.

"Hardly know her," Kas shakes his head.

"I was too busy showing off," I mutter, sitting down beside Kas and looking down into the fumes. "And I lied to her... couldn't help it, just... lied," I chew on my bottom lip.

"Bye, then," Kas does a one-finger salute before dropping down.

"He's completely insane!" Valerie cries.

"That, and a bit magnificent!" Brannigan laughs.

"Oh, you don't know the half of it," I laugh, getting in position to jump. "See ya later," I wave, hopping down and right into Kas' waiting arms. "Thanks, honey," I smile widely, kissing his cheek. I pull back, though, when I start to cough and cover my mouth.

"Come on, tiny," he sets me down and sonics the trapdoor on the car's roof open.

***

After hopping through several layers of cars - one which the Doctor had gotten a blue handkerchief to put over his mouth and nose and a purple one for me, then a nudist car - we finally reach the last layer. Hopping down into it, I see a man in a pinstripe suit with a bowler cap driving. "Excuse me, is that legal?" he stares at us.

I slump into one of his seats, taking wheezing breaths. My lungs were on fire, feeling tiny as I can barely get any oxygen. Kas kneels down in front of me worriedly, "have you got any oxygen?"

"Yes, of course," the man holds out a mask.

Kas holds it to my face and I breathe in the clean oxygen quickly. "Don't hyperventilate yourself," he chides softly, placing his hand on my thigh and rubbing circles with his thumb. I nod, trying to slow my breathing and take in deep, steady breaths.

The man eyes me worriedly, "is she alright?"

"She's fine, just more sensitive to changes in the air," the Doctor waves off, still watching me as worry washes over me. "The exhaust fumes did a number on her ability to breathe. Got any water?"

"Certainly," the man hands the Doctor a plastic cup of water. "Never said I've lost my manners," he smiles.

The Doctor drinks the water, sighing in relief. "Is this the last layer?" he makes sure.

"We're right at the bottom, there's nothing below us but the fast-lane."

I take the mask off - my breathing much more stable now - and hold it to Kas' face. He shoots me a look that I fully return before he sighs and takes in deep breaths. "Can we drive down?" I ask the man.

"No," he stiffens.

Kas takes off the mask and hands it back, "why not? We've got three passengers," he points out, eyebrow raised.

"There's... well, these stories about the fast-lane," he explains, shifting in his seat uncomfortably.

"Then excuse us," Kas kneels down, holding his sonic to the trapdoor on the floor.

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

"He just wants to look," I explain. "He's not an idiot... most of the time."

"Hush, tiny," Kas waves me off as he gets the hatch open.

I frown when there's a growling coming from down below us. Kneeling down beside Kas, I look and see nothing but exhaust fumes and tiny specs of light. "What are those lights? What is down there?" my eyebrows furrow. I let my light flow around my hand and project it down, but the fumes are too thick for it to cut through.

"We just need to see," Kas murmurs, going over to the screen on the dash and buzzing his sonic at it. "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," he opens it up and re-routes a few wires. "That's it!" he beams. "Might shift the fumes a bit, give us a good look!" he comes back over, kneeling beside me.

I watch as the exhaust fumes start to clear. My eyebrows furrow, though, at the shapes that were moving below. Bowler comes over and peers down, "what are those shapes?"

"They're alive," Kas frowns.

Amping up my light, I project it down before squeaking and jumping back when a giant claw snaps up at the car. A wave of horror washes over me as Kas stares. Scrambling back over, I stare down as well and my eyes widen at the massive crab-like creatures.

"What the hell are they?" bowler gapes.

"Macra..." I breathe in disbelief.

"The Macra used to be the scourge of this galaxy," the Doctor explains to bowler.

"They fed off of gas - the filthier the better," I add, wrinkling my nose.

"They built up a small empire using Humans as slaves and mining gas for food."

"Didn't you have a rather nasty run-in with them in your second body?" I look at Kas, eyebrow raised and he nods with a hum.

"They don't exactly look like empire builders to me," bowler notes, watching them warily.

"Well, that was billions of years ago," Kas retorts. "Billions."

"They must have devolved down the years," I shrug, eyeing them as they growl and snap. "Now they're just beasts... but they're still hungry and our friend's down there," I sigh, running a hand through my hair.

The three of us look up sharply when there's a clanging noise from the roof. "Oh, it's like New Times Square in here, for goodness sake!" bowler complains as a cat-woman hops down into the car with a gun.

"Star look, we've invented a sport!" Kas beams, making me snort.

"Doctor, Lizzie... you're hard people to find," the cat-woman looks between us.

I frown at the use of my Human name. Who...? Bowler cuts off my thoughts by shouting with a glare, "no guns! I'm not having guns!"

"I only brought this in case of pirates," she retorts, letting it rest at her side. "Doctor, Lizzie, you've got to come with me-"

"Hold on... I know you, do I not?" I look her over.

"Neither of you has aged at all," she smiles. "Time has been less kind to me," she looks down.

My eyes widen in realization and I get out blaster, aiming it at her chest. Bowler gapes at me, "I said no guns!" he shouts, but I ignore him as I hold my aim.

"Novice Hame!" Kas beams, pulling her into a hug and I roll my eyes. "No, hold on! Get off," he pushes her away a second later as a pang of anger hits me. "Last time we met, you were breeding Humans for experimentation," he glares down at her.

"Idiot," I sigh, shaking my head fondly.

"Rude," he shoots me a look.

"Not ginger, am I?" I point to my hair with my free hand.

Hame cuts in, "I've sought forgiveness for so many years, under his guidance," she tells us, making me raise an eyebrow. Who's? "And if you both come with me, I might finally be able to redeem myself."

"We're not going anywhere," I deny with a glare, my tone turning cold. "You have Macra living underneath this city!" I point to the trapdoor with my free hand.

"Macra!" the Doctor agrees, his voice pitching up. "And if our friend's still alive, she's stuck down there!"

"You've got come with me, right now," Hame argues. "I'm sorry, but the situation is even worse than either of you can imagine," she grabs each of our wrists. "Transport!"

"Don't you dare! Don't you dare!" I scream as we're teleported away.

***

Laying back with a groan at wherever the hell we've landed, I rub my neck and holster my blaster, "ow..." I mutter, feeling my own pain along with the Doctor's.

"Oh, rough teleport," he groans, getting to his feet and helping me as well. "Ow," he winces.

I turn to Hame with a glare, "you can go straight back down and teleport people out of there! Starting with Martha!"

"I only had the power for one trip," she shrugs.

"Then get some more!"

"Where are we?" Kas cuts in and I pause, looking around the near pitch-black room.

"High above, in the over-city," Hame answers.

"Good," he nods, turning to her. "Because you can tell the Senate of New New York I'd like a word! They have thousands of people trapped on the motorway! Millions!"

I form a ball of light to hover over my hand. Seeing skeletons everywhere, my stomach churns and I let out a soft gasp, my free hand flying to my mouth. "Kas..." I whisper, feeling a rush of horror.

"You're inside the Senate right now," Hame murmurs, her tone soft. "May the Goddess Santori bless them..." she sighs, pressing a button on her teleport and the building's lights come on so I dissipate my own. "They died... the city died..."

"How long's it been like this?" Kas asks quietly.

"Twenty-four years."

"All of them? Everyone?" I ask, looking around sadly.

"What happened?" the Doctor asks, taking my hand in his and I intertwine our fingers as I feel sadness and pity.

"A new chemical, a new mood," Hame reaches down and grabs a patch off one of the skeleton's neck. "They called it Bliss. Everyone tried it, they couldn't stop," she shakes her head, letting the patch fall to the ground. "A virus mutated inside the compound and became airborne. Everything perished. Even the virus, in the end. It killed the world in seven minutes flat," she explains and my eyes widen. Seven minutes and it killed a whole planet? "There was just enough time to close down the walkways and the flyovers, sealing the under-city. Those people on the motorway aren't lost, they were saved."

"So... the whole thing down there is running on automatic," I shake my head.

"There's not enough power to get them out," Hame sighs. "We did all we could to stop the system from choking."

"Who's we?" the Doctor frowns. "How did you survive?"

"He protected me," she smiles, making me raise an eyebrow. "And he has waited for you both, these long years."

There's a weak voice in my mind, calling for the Doctor and I. Kas and I beam at each other before hurrying after the voice. Coming around the corner to a small little room off to the side, the Face of Boe is in the corner with wires attached to him. I let go of the Doctor's hand and rush over, kneeling next to his tank. "Jack..." I whisper, tears welling up as I stroke his tank.

"The Face of Boe!" Kas rushes over, kneeling beside me.

"I knew you would come," he whispers.

"Back in the old days, I was made his nurse as penance for my sin," Hame explains.

"Old friend, what happened to you?" Kas murmurs.

"Failing..."

"He protected me from the virus by shrouding me in his smoke," Hame explains, making me smile at Boe softly. "But with no one to maintain it, the City's power died. The under-city would have fallen into the sea."

"So he saved them," I whisper.

"The Face of Boe wired himself into the mainframe. He's giving his lifeforce just to keep things running," she looks down at him, smiling sadly.

"But there are other planets out there," I mutter, my eyebrows furrowed. "You could have called for help."

"The last act of the Senate was to declare New Earth unsafe. The automatic quarantine lasts for one hundred years," she sighs.

"So, the two of you stayed here, on your own for all these years," Kas raises an eyebrow between Hame and Boe.

"We had no choice," she shrugs.

"Of course you did," I snort quietly. "You could have abandoned them, could have left them to die in the under-city. You chose to protect them, to make sure they lived..." I trail off, shaking my head and lowering my voice so only Boe can hear me. "That is so like you."

"Save them... save them..."

The Doctor nods and rushes off to the computers, starting to sonic them as he slips his 'brainy' specs on. I go to follow when Boe stops me, "kitten," he whispers.

"What is it?" I frown, glancing back at Kas while he works.

"It is so good to see you," Boe smiles tiredly. "You are even more beautiful than the last time. I didn't think it was possible," he chuckles.

"You are an incorrigible flirt, Captain Snuggle," I accuse teasingly and he laughs happily in my mind. Kneeling down, I press my hand to his tank, "we'll save them, Jack, I promise," I whisper.

"I know you will, glowstick," he winks.

"You too?" I whine under my breath and he laughs. "Meanie," I stick my tongue out, rolling my eyes with a smile when he laughs harder. Pressing a kiss to his tank, I stand and hurry over to help Kas. I look through to try and find Martha and squeal when I see the car number. "Car four-six-five-diamond-six! It still registers! That's Martha!"

"I knew she was good," the Doctor grins. "Novice Hame, hold that in place!" he orders and she rushes over to hold down a huge lever. "Think, think, think, think..." he mutters, running his hands through his hair and pulling on it. "Take the residual energy, invert it, feed it through the electricity grid..."

"There isn't enough power," Hame shakes her head.

"Oh, you've got power! You've got us!" I gesture between the Doctor and I.

"We're brilliant with computers, just you watch!" Kas beams.

"Hame, every switch on that bank up to maximum," I order as we work quickly and she rushes over to do just that. "We can't power up the city, but all the city needs is people!" I bounce on my toes.

"So, what are you going to do?" Hame asks.

"This!" Kas throws down the lever.

I groan when the whole thing powers down, "come on!"

"No, no, no, no, no, no, no!" Kas groans, pulling at his hair again. "The transformers are blocked! The signal can't get through!"

"Doctor... Star..."

"Yeah, hold on, not now!"

"I give you... my last..." Boe whispers before the power comes back on.

"Hame, look after him," I point to her. "If anything happens to him, I can't promise I won't act irrationally," I tell her seriously and she rushes off. "Don't you dare go dying on me, you big ol' face!"

"You've got to see this! The open road!" Kas laughs, throwing the lever again. "Ha!"

Hurrying over to the monitor, I fix it up so I could talk with the passengers. "Sorry, hello!" I call into a mic, moving over to the window. "No Sally Calypso, she was just a hologram," I smile. "My name's Star and this is an order: everyone drive up right now!"

Kas leans his head on my shoulder as we look out the window to the city of New New York. "We've opened the roof of the motorway. Come on, throttle those engines! Drive up!"

"All of you! The whole under-city! Drive up, drive up, drive up! Fast! Come on!"

"We've got to clear that fast-lane! Drive up and get out of the way!"

"Oi, car four-six-five-diamond-six! Martha, drive up! You've got access above! Now hurry your arse up, and drive!"

"Did I tell you?" Brannigan's voice comes through. "You're not bad! You're not bad at all! Oh, yee-haw!"

"You keep driving, Brannigan, all the way up," Kas beams. "Because it's here, just waiting for you! The city of New New York, and it's yours! And don't forget, I want that coat back," he reminds him.

"I reckon that's a fair bargain, sir!" Brannigan laughs.

"And car four-six-five-diamond-six, I've sent you a flight path! Come to the Senate!"

"On my way!" Martha calls happily.

"It's been quite a while since we last saw you, Martha Jones," I tease.

"Doctor! Lizzie!" Hame shouts.

I turn around and gasp, my hand flying to my mouth. "No," I whisper, tears welling up at the huge crack that was spreading across Boe's tank.

The Doctor and I hurry over as the tank breaks apart, helping Hame clear the glass and get Boe onto the floor gently. I kneel next to him, stroking his cheek as tears stream down my face. The Doctor kneels next to me, watching as sadness washes over me.

"Star? Doctor?" I hear Martha call out.

"Over here!"

"Star!" Marhta runs into the room, beaming when she sees me before clearing her throat. "Doctor..." she smiles. "What happened out there?" she asks before Boe being with us registers. "What's that?" she frowns.

"It's the Face of Boe," Kas answers. "It's alright... come and say hello," he murmurs and Martha comes over warily. "And this is Hame, she's a cat," he points to her. "Don't worry."

"He's the one who saved you, not us," I glance at Martha as she kneels on the other side of me.

"My lord gave his life to save the city, and now he's dying," Hame wipes at her eyes with her paws.

"No, don't say that," I shake my head.

"Not old Boe, plenty of life left," Kas agrees, smiling down at Boe sadly.

"It's good to breathe the air once more," he whispers.

"Who is he?" Martha asks gently.

"I don't even know," the Doctor sighs and I send Boe a wink, making him chuckle quietly. "Star does, though," he pokes my side, making me and Boe laugh quietly. I didn't know if he noticed or not.

"Star is a great secret keeper," Boe gives me a pointed look and I nod.

Kas looks between us with a slight pout before shaking his head, "legend says the Face of Boe has lived for billions of years. Isn't that right? And you're not about to give up now."

"Everything has it's time," Boe retorts. "You know that, old friends, better than most..."

"The legend says more-"

"Stop," I cut Hame off harshly, my voice cracking. "We don't need to hear it."

Hame just continues on, "it says that the Face of Boe will speak his final secret to a traveling couple."

"Yeah, but not yet," Kas shakes his head. "Who needs secrets, eh?"

"I have seen so much... perhaps too much," Boe sighs. "I am the last of my kind, as both of you are the last of each of yours."

"That's why we have to survive, the three of us," Kas murmurs, his voice thick.

"Don't go," I whisper, wiping my eyes and leaning my forehead against his cheek. "Not again... please..."

Boe chuckles softly in my mind and speaks to only me, "you'll see me again, kitten," he assures me before speaking to everyone. "I must," he insists before speaking aloud. "But know this, Time Lord: you are not alone... and when you and your princess see this: a piece of you both shall return," he whispers before taking his last breath.

I choke out a sob, turning into the Doctor as he holds me against him tightly. Martha places her hand on my shoulder, rubbing it soothingly while Hame sobs beside Boe.

***

After a while, the three of us - Martha, Kas, and I - make it back to Pharmacy Town. I was satisfied to see that all of the vendors had left. "All closed down," Kas notes, his arm around my shoulders.

He had wanted to know who the Face of Boe was, but I couldn't tell him. How could I tell him that we had just watched Jack die? Not only that, but Boe made it clear he didn't want me to. I couldn't betray his trust like that. Not even to the Doctor.

"Happy?" Martha asks.

"Happy happy," I force a smile. "New New York can start again!"

"And they've got Novice Hame," Kas grins, rubbing my arm. "Just what every city needs: cats in charge!" he laughs, making me snort quietly. "Come on, time we were off!"

"But what did he mean, the Face of Boe? 'You're not alone'," Martha frowns, folding her arms.

The Doctor immediately tenses and I wrap my arms around his waist. "I don't know," he shakes his head.

"You've got me... is that what he meant?" she asks hesitantly.

"I don't think so... sorry..."

"Well, what did he mean about 'a piece of both you shall return'?"

"Doesn't matter," I shake my head. I have no idea what he was on about with either of those, but I don't really want to think about it. "Back to the TARDIS, we're going," I start to pull Kas off when there's scrapping from behind us.

The two of us turn to see that Martha had gotten a fold-up chair and was now sitting in it with her arms and legs folded. "Alright, are you staying?" Kas rolls his eyes.

"Till you both talk to me properly, yes," she retorts stubbornly. "He said 'last of each of your kind', what does that mean?"

"It doesn't matter, so drop it," I snap.

"You don't talk! You never say! Why not?"

Fast fall the eventide. The darkness deepens...

I look up at the sky, "it's the city."

Lord, with me, abide...

"They're singing," Martha whispers.

The Doctor and I share a look and I sigh, grabbing a chair and placing it in front of Martha. She deserved to know, especially after all the shit she dealt with today. Kas sits down and pulls me into his lap, wrapping his arms around me tightly and leaning his chin on my shoulder. I mess with my shirt as tears well up. "I lied to you... because I liked it," I mutter and Martha frowns, her eyebrows furrowing. "I could pretend just for a bit. I could imagine that they were still alive underneath a deep blue sky in our crystal buildings," I whisper. "But I'm the last of my people..."

"I'm the last of mine," Kas murmurs, squeezing me as grief and guilt wash over me. "The Face of Boe was wrong, there's no one else..."

"There are no more pieces of us," I breathe out, wincing when the twins' deaths flash in my mind.

"... what happened?" Martha asks quietly.

"There was a war... a Time War... the Last Great Time War," Kas sighs.

"Our peoples fought a race called the Daleks, for the sake of all creation... and they lost..."

"They lost... everyone lost. They're all gone now," the Doctor whispers, playing with the end of my shirt. "Our family, our friends... even those skies. My home, Gallifrey: the sky was a burnt orange, with the Citadel enclosed in a might glass dome, shining under the twin suns. Beyond that, the mountains went on forever. Slopes of deep red grass capped with snow. Oh, you should have seen it, that old planet," he smiles sadly, tears in his eyes, his voice thick and I press a kiss to his cheek. "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..."

A/N: one more chapter down! Only six more to go before Utopia! :D Thanks for reading and let me know what you think by dropping a comment or vote! :*