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"Stop!" Alice yelled, running towards the Doctor, cutting the Dalek's cry short, drawing it to her only for the Time Lord to catch her.

"Ally, what has got into you!" he asked the young woman through gritted teeth, angrily risking herself like that as he shoved her behind him, but soon that fear drifted into concern for her wellbeing.

"I do not understand..." the Dalek paused whilst probably speaking to another, all its stalks moving about, "It is the Doctor," there was another bout of silence as the Doctor kept the young redhead firmly behind him as he frowned at the creature that still hadn't fired, "The urge to kill is too strong," it paused again, "I...obey."

"What's going on?" the Time Lord yelled back up to the Dalek in confusion.

"You will follow," the Dalek ordered.

"No!" Martha comes running over in desperation, "You can't go!"

Now letting go of Alice, who goes to stand beside Martha, he looked at both young women, "I've got to go. The Daleks just changed their minds", the Doctor uttered before glancing over at the metal creatures hovering in the sky, and back to them again, "Daleks never change their minds."

"But what about us then?" the young Noble gestured between herself, Martha and the people in Hooverville before averting her eyes to Daleks, "You can't just leave us here to fend for ourselves against those things."

"I'm sorry, but I have to," the Time Lord shook his head before turning to look back at the people of Hooverville and finally facing the Daleks. "One condition! If I come with you, you spare the lives of everyone here! Do you hear me?"

"The humans will be spared," the Daleks agreed to his terms rather eagerly, "Doctor...follow."

"Then we're coming with you," Martha pleaded, voice breaking a little. She and Alice both came to stand before him.

"Ally, Martha," the Time Lord looked to both medical students, "Please just stay here, okay," both of them shared a baffled look and just as the redhead was about to protest, the Doctor began talking again, "Do what the both of you are best at there are people hurt here and the best you can do is help them, you need to let me go."

The girls gazed back at the Doctor, who watched the Daleks still hovering above, waiting for him to follow. Now he took one last gaze at Martha, going to hug her, then moved on to Alice tightly, holding her more than he meant to, knowing he was leaving her here in such a lost yet fragile state of mind. He didn't want to go but knew he had no choice.

"Don't do anything stupid or life-threatening, alright," the young redhead insisted, muttering into his shoulder, her hands firmly pressing into his back. He could sense the worry coming from the young woman, but this was him they were talking about. When did he not do anything reckless?

"Oh, you know me, Ally, always careful," he mocked innocently before leaving their embrace, wishing he didn't have to go. The Time Lord took her hand into his and offered Alice a wink, feeling him slip the psychic paper into it, "Oh, and can I just say thank you very much," he also gave Martha a wink before finally following after the Daleks but could feel Alice's and Martha's eyes watching him as he left.

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Alice couldn't help but worry about what the Doctor was up to as she and Martha attended to those who got hurt during the attack on Hooverville from the Daleks.

"Alice, you using those bandages?" Martha turned to briefly ask her fellow medical student and friend who had finished helping someone who had not long left.

"Uh, yeah, you can have them. Think they are the last ones anyway," she picked them up, passed them over to her, and carefully wrapped the bandage around the arm of a man she was helping as Tallulah walked into the tent holding a pot of water.

"Here you go. I got some more on the boil."

"Thanks," Martha offered in appreciation to the showgirl with a slight nod before returning to notify the man, "You'll be all right. It's just a cut. Try and keep it clean."

"Thanks," he returned gratefully before leaving the tent, leaving the three women inside.

"So what about us? What do we do now?" Tallulah asked as she leaned against a wall and glanced between the two young women.

"The Doctor slipped the psychic paper to me," Alice returned with a frown, pulling out the little black leather wallet to show the two other women and shrugging, "But why even give it to me?" now flipping it open, a blank white piece of paper as empty as her mind staring back at her, "I don't even know how it's supposed to work."

"He must have trusted you enough to look after it, Ally," Martha proposed to her friend, "You'll figure it out."

"What's it do anyway?" the blonde showgirl inquired, gesturing at the psychic paper, drawing Alice's eyes back to her.

"This thing can get you into many places, buildings and stuff," the redhead explained, only to sigh in defeat, "But the trouble is where? It's like the Doctor is telling us to go somewhere, but where do we even start?"

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A while later, inside Soloman's tent, Martha helped Tallulah search through papers for any clues in which they could help, and Alice had been pacing about back and forth, tapping the psychic paper against her hand, trying to think what would the Doctor do if she were him then like a lightning bolt it hit her.

"Hang on, I've got it," the redhead voiced somewhat breathily as she stopped pacing, eyes wide as tea saucers. The other two women now halted their search to look at her, "Down in the sewers, the Daleks mentioned something about um..."

"An energy conductor, right?" Martha's added, her eyes lighting up.

"What does that mean?"

"Yeah, I think so..." Alice nodded in agreement, only to get interrupted before she could even continue.

"What does that mean?" Tallulah asked, not knowing what either of the girls was talking about.

"We don't exactly know..." Martha returned with some uncertainty, still thinking about it, "It could possibly be a... lightning conductor..."

"Dalekanium!" the redhead recalled, turning to her both smiling in revelation at one another, eyes now lit up, "That's what I heard the Daleks mention in the sewers that they've got in place."

"In place where?" the showgirl asked, still clueless about what was being said.

Martha shook her head as she was about to speak when her best friend gasped," Exactly, that's it!" her eyes went wide, looking at both women only to go dashing outside the tent. They followed Alice to find her gazing at the tallest building in Manhattan from where they were in Hooverville, gesturing towards it, "There's our answer up there!

"What the Empire State Building?!"

"Of course, it has to be Mar. Think about it," she turned back to with Tallulah looking somewhat hesitant and Martha's mouth opening in realisation.

"Maybe Frank might know more about it."

All three women search for the young man, only to find Frank sitting on a crate outside a tent in a state of mourning. Alice felt for him. She indeed did because she understood the pain he was going through. He looked up, feeling three sets of eyes on him after wiping away the tears on his cheeks. "Can I help you ladies with something?"

"Uh, Frank..." Alice stopped momentarily, almost stuck for words, all three women feeling awful for disturbing him like this when he probably wanted some time alone, "We just wanted to ask about Mr. Diagoras. He..."

"He was like some sort of fixer, yeah?" Martha cut in, seeing her flatmate was having trouble. "Get you jobs all over town?"

"Yeah. He could find a profit anywhere," he returned with a nod, glimpsing at them.

"Like building jobs, perhaps?"Alice asked after clearing her throat when the young man directed his eyes at her.

"Building work, whatever you name it," he nodded, "Everyone here is desperate for work that we take anything, hoping Diagoras would pick you out for something good. But sure, building work is what pays the best."

"Did Diagoras have anyone working up there," the redhead asked, pointing to the Empire State Building, gulping a little at its height, remembering how tall that building is. Of course, Alice had always dreamed of going up it, but her fear of heights was something she had never really disclosed to anyone before, not even her own best friend.

"Yeah, he had a lot of people doing work up there."

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"I always wanted to go to the Empire State," Martha comments as she, Alice, Tallulah, and Frank ride up in the service lift of the Empire State Building. "I never imagined it quite like this, though."

"Me neither," the young added Noble, pretending she was completely fine when the higher they got, the more frayed her nerves became.

"Where are we headed anyway?" Frank asked.

"Right to the top," Alice replied, feeling slightly nauseous.

"Just where they're still building," Martha added, pointing up.

"How come those guys just let us through?" the blonde showgirl asked, nodding to Alice, holding the wallet in her hand, "How's that thing work?"

"Oh, the Psychic paper. You show them whatever I need them to think," the redhead began to explain, putting on a face whilst still trying not to let her nerves get the better of her, opening it to show Frank the white paper inside, "According to this we're three engineers and an architect."

Alice allowed the young Texan to take the psychic paper and flip it over in his hands, somewhat intrigued by it, before finally passing it back.

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It is now that the service elevator indicated its arrival with a ding that a certain young redheaded woman wasn't entirely pleased about how high up they were. Alice let out a shuddering breath just as the doors slid open; you can do this, Ally, don't be afraid, she thought to herself, subtly determined, nodding her head as four of them now stepped out onto the Empire State Building's top floor. The place was a mess, with some construction bits here and there.

"Look at this place," Tallulah gushed in excitement as they took in the view around them, which was breathtaking for Alice. In other words, she was thankful for the windows. She wasn't willing to go near them and look out, "Top of the world."

She needed a distraction, and quickly then, out of the corner of her eye, Alice instantly spotted a desk, a drawing board standing beside it and plenty of architectural blueprints. She approached it, calling to the others," Guys over here think I found what we need."

"Okay, now this looks good," Martha walks up to stand beside her friend, nodding in agreement. Frank comes to stand the other side as they look over the plans.

"Hey, look at the date," the Texan uttered, pointing out, "These designs were issued today. They must've changed something last minute."

Alice heard Martha ask as she continued to look over the plans, "You mean the Daleks changed something?"

"Yeah, could be."

"Hang on, look, these are from before," the redhead noticed another set of plans just underneath and reached to take it off, revealing the old plans, "Which means whatever they changed on the new plans isn't on this one," she pointed out, "We need to check them against one another."

"Alright, let's put them down here," Martha agreed with her friend as they both laid the plans on the floor next to one another, now kneeling to begin studying them.

"The height of this place!" yet Tallulah was still in awe, taking in the view. "This is amazing!"

"Yes, Tallulah, we know that also. Just be careful, alright," Alice warned, peering over her shoulder at the blonde briefly, "We're a hundred floors up," she went on, not that she also needed to remind herself how far up they were, which didn't help, "And don't go wandering off."

"I just wanna see," Tallulah waved her off and walked to an open area overlooking the city.

A while later, Martha and Alice are still on the floor looking over the plans with Frank standing a short distance from them, "I'll go and keep an eye out," he told them from where he stood, "Make sure we're safe up here. Don't want nobody buttin' in," he goes to walk out a side door nearby to keep a lookout just as Tallulah comes back in.

"There's a hell of a storm movin' in," the showgirl informed, approaching Alice and Martha.

"I wish the Doctor were here," Martha said with a defeated sigh, "He'd know what we're looking for."

"I wish he were too," Alice agreed with a nod, still not giving her eyes, still scanning over the plans, "And of course, he would know what to look for because we're just too daft to see it."

"So tell me," Tallulah glanced between both women, "Where did you girls and he first hook up?"

"At my sister's wedding reception on Christmas Eve," Alice simply replied. How she met the Time Lord, her hazel green eyes still glued on the blueprints, something she had let slip to Martha when they had been on the moon together and hadn't told her friend and flatmate the whole story until now, "Donna, my sister she had vanished before everyone including myself whilst dad walked down her down the aisle ended up in the Tardis."

"How did that happen?" Martha asked her flatmate.

"It turns out my sister had been dosed with some particles by Lance for six months; that's how she ended up on the Tardis. Those particles were used as some key to release a giant alien's outer space spider and her brood from the centre of Earth," Alice explained as Martha listened on with interest, and Tallulah, not understanding a word, "Me and my sister saw the creation of Earth Martha. A star-shaped ship at its centre was waiting there all that time."

"And?" Tallulah asked, looking at the redhead. Even though slightly confused, she was now more interested in the story or half the things being said.

"Long story short, the Doctor saved the Earth, my sister and that lying toerag Lance got eaten by a giant spider," the young Noble went back to looking at the plans, "Then I met him again and Martha at the hospital and then he had the bloody cheek to steal a kiss off me," she goes on feeling her face warm slightly as she mentioned it only to then brush it off, "He said it didn't mean anything genetic transfer my ass."

"He looked like he had rather enjoyed it if you ask me," Martha teased a little, making the redhead roll her eyes and shake her head in disbelief.

"Honey, at the end of the day, a kiss always means something," Tallulah added honestly before going to inquire and glancing at both women, "So were you patients of his or something?"

"Actually," Alice smiled at the blonde, gesturing between herself and Martha as the showgirl now kneeled beside her, "Well, both of us are doctors...well, sort of."

"You're both physicians?" Tallulah gasped in surprise, staring at both women, probably having never heard of a woman being a doctor before, as they nodded in response to her, "Really?"

"We were training," Martha offered with a shrug, "Still are. If and when we get back home, that is."

"Oh," Tallulah let out a deep, heart-filled sigh, coming over all giddy now, having missed half the conversation, "You and him could be doctors together," she gasped, "What a partnership."

"Like I said, it's never going to happen," the redhead interjected with a shake of her head, but no matter how much she tried to convince herself it wasn't true, the less Alice believed in her own words or what she was beginning to feel.

"Oh, it's such a shame. If only he wasn't so...different. You know what I mean?"

"Oh, you have no idea how different he is," Alice scoffed in reply, shaking her head.

"Yeah, he's a man, sweetheart," Tallulah nodded in agreement, "That's different enough."

"I know, but ever since he lost Rose," Alice shrugged briefly, glancing at Tallulah before looking to her friend, "He's been lonely since then, but Martha, it's like when either of us say or do something, and he looks at us...."

"...like that, he's not seeing us and only remembering Rose," Martha nodded, "Yeah, I've noticed."

"I know it shouldn't bother me, but it does. I want him to see us for who we are and not be some low-grade replacements for what he's lost."

"Aw, listen, sweethearts," Tallulah uttered gently from where she sat beside Martha, peering over at both women, "You wanna get all sad?" Alice and Martha gaze back at her, "You both wanna have a contest with me and Lazlo?"

"No, no, of course not," Martha insisted as she tried to change the subject, no longer wanting to delve into her or Alice's negative thoughts or feelings about the Time Lord. She thought Tallulah was off far worse than her, who she could tell loved Lazlo dearly, but the Doctor... was complicated. He was a friend and was glad to have let her and Martha travel with him, but it didn't help with him having constant storm clouds of grief over his head. Not knowing whether this trip would be goodbye for both women, "But listen, if the Doctor's with Lazlo now, there's every chance that he could get him out."

"And then what?" Tallulah sighed, looking at the redhead as if she were mad, "Don't talk crazy," she frowned unhappily, "There's no future for me and him. Those Dalek things took that away. The one good thing I had in my life, and they destroyed it,"

Visibly upset, Tallulah got up and walked back to the open area, blinking back some tears. The other two women share a look before going back to checking the blueprints.

"Gotcha, there you are!" it was then a couple of minutes later that Alice finally spotted the changes in the new plans, gesturing between them as Tallulah came over to join the girls, "Look, right there on the mast. Those little lines? They're new. They've added something, see?"

"Added what?" the blonde asked.

Both friends now gave one another knowing looks, their eyes and mouths going wide in realisation, only for Tallulah to now catch her expression mirroring theirs, all now looking at each other and voicing in unison, "Dalekanium!"

At that moment of the girl's discovery, they heard the lift's arrival from behind them and turned, seeing the Doctor and Lazlo exiting hurriedly once the doors had opened.

"Doctor!" Alice and Martha yelled happily, grinning, relieved to see him quickly standing up.

Since then, Tallulah and Frank had come back, the two also looking over, especially the blonde showgirl, who hadn't stopped staring at Lazlo, surprised he was even here.

"First floor, perfumery," the Time Lord jokes with a smile, approaching the two young women.

"I never thought I'd see you again," Tallulah cried, running over to Lazlo, who met her halfway, and they embraced one another in a loving hug. Alice glanced at the couple, pleased that things might work out for them.

"No stopping me."

"Come on, Spaceman. Martha and I have got something to show you," Without a moment's thought, the young redhead gently took the Doctor by the crook of his arm and the other taken by Martha, guiding him over to the plans.

"We worked it out." Martha added honestly from the other side of the Time Lord, "Figured out what they've done. Come and have a look."

"Look, see those three lines up on the mast? That's Dalekanium," Alice, now letting go of the Doctor, pointed out with her finger at the changed plans still on the floor before nudging him playfully in the side with her elbow with a smile, "Nice to see you, by the way."

"Oh, come here," the Doctor grins before sweeping the young redhead up into a massive hug, who made a slight, surprised noise, arms wrapping around his shoulders and twirling them around. Lifting the young woman off her feet slightly, her cheeks warm a little, pausing to smile at one another far too long than necessary. Martha was rolling her eyes, shaking her head in disbelief at her friend, and exchanging looks with Tallulah. Yet the moment is abruptly cut short, dropping Alice as the bell dings and the lift doors closed.

"No, no, no," the Time Lord ran over to try and stop the lift from leaving the sonic screwdriver in hand, now using it on the button panel, letting out a frustrated sigh as the sonic whirred, "See, never waste time with a hug." Still, he released a frustrated sound, moving away, knowing he was too late, "It's a deadlock seal. I can't stop it."

"Where's it going?" Martha asked with a frown.

"Right down to the Daleks," the Doctor answered, his face full of worry, "And they're not going to leave us alone up here," he now looked to Frank and asked, "What's the time?"

"Er, 11:15," the young Texan simply replied after looking at his watch.

"Six minutes to go," the Time Lord said, "I've got to remove the Dalekanium before the gamma radiation hits."

"Gammon radiation?" the showgirl asked in confusion, looking to the others, "What the heck is that?"

Martha confidently takes the lead and guides the Doctor towards the exit. Lazlo quickly follows in their footsteps, eager not to be left behind. Meanwhile, Alice stands rooted to where she was before, seemingly lost in her thoughts. Her palms start to feel sweaty as she realises she is uneasy. Despite this, she took a deep breath and tried to gather herself. 'Come, Ally, you can do this.'

"Oh, that's high," Alice heard the Time Lord utter, seeing his eyes go wide as she came to join them but kept herself well away from the edge, "That's very...blimey, that's high."

"And we've got to go even higher," Martha indicated over to the ladder that led to the mast, "That's the mast up there, look. There are three pieces of Dalekanium at the base. We've got to get 'em off."

"That's not 'we'," the Doctor firmly corrected her before heading towards the ladder. Martha and Alice, knowing she had no choice, followed after him. She just had to ensure she didn't look down, "That's just me."

"Hang on, you can't expect us just to stand here and watch you," the young redhead protested stubbornly, her hands tightening into fists.

"No, you're gonna have your hands full, anyway," he said to both young women, noticing they didn't look best pleased with him. Alice, especially, "I'm sorry, Ally, Martha, but you've got to fight."