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As others slept in the Elephant Inn or got on with their nightly duties, the Doctor was the only occupant of one room who remained awake. He was lost deep within his thoughts about a particular young redhead woman currently facing away from him, breathing in and out softly as she slept. All he was feeling right now was nothing but guilt. Having now finally understood what he had done, he'd broken one of Alice's conditions that wouldn't make her feel like she was a sorry excuse for being Rose's replacement, and what did the Doctor do? He opened his big stupid mouth.

Yes, it had been almost a year since he had lost Rose at Canary Wharf. The wound was not as raw in his mind, but it was slowly healing. Maybe he was using Alice and Martha to fill that void and give them something to remember, and then that would be it. He'd let them get on with their lives as they should do. But maybe Alice was right. He needed someone; maybe having her and Martha would help him heal.

Yet his thoughts and feelings for Alice now drifted into confusion. Of course, he had kissed her to distract Judoon. Still, for some reason, he hasn't been able to stop thinking about it since even when she had mentioned it, he'd come over all flustered and embarrassed like a shy little schoolboy. Yes, there have been little moments where she has been flirting with the playwright that made him somewhat jealous.

But it was when Shakespeare had implied that he and Alice were a couple, only for her to deny it on the spot straight away, did hurt. He rolled his eyes and shook his head, knowing it was ridiculous because it was just a crush, right? Nothing more than something that fades away over time. He told himself that when it came to Rose, look how that ended.

The Time Lord shook his head lightly, knowing it wasn't good for him to delve into the past and concentrate on the here and now, that currently being Elizabethan London. Of course, there was also the thing Shakespeare had mentioned to Alice that had made her dash out of the room.

"Yet you are always looking at him as if you have something to say, only that you're just too scared to for fear of his rejection."

It didn't make sense at the time until he decided to listen in on Alice's conversation with Martha. She had implied that her good friend had a thing for him, only for the young redhead to deny it entirely, yet she didn't sound quite convincing to the Doctor. So Alice probably did have a crush on him, but she was just too scared of admitting it not only to herself but was also probably scared he'd reject her.

But what he had to ask himself was. Is that was he ready to let someone else into his heart again? He wasn't entirely sure yet, but only time would tell.

It's when suddenly, in a moment of surprise, Alice turns around to cuddle up into the Doctor's side, shifting her head to rest upon his chest and letting out a small sigh. For a brief moment, he goes stiff as a board and almost stops breathing. Glancing down at Alice, her eyes are still closed, yet the Time Lord can't help but admire how beautiful and serene she looked in the near darkness of this room, almost unearthly. Should he move her away or just let her be? The last thing he'd want was Alice to be angrier with him than she was already.

Letting out a small yawn that the Time Lord didn't know he had coming and feeling his eyes growing heavy, his arm wound around the young redhead, starting to stroke her forearms that didn't make her stir lazily. His head is lightly pressing against hers. Yet all he could think about as his eyes finally succumbed to slumber how nice it was to hold someone in his arms again.

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Before having the living daylights scared out of her and almost getting dragged out of bed from that of a woman's shrill scream cutting through the nighttime air, Alice had found herself stirring awake slightly tucked into the Doctor's side, her head resting against his chest, something she had done as a child with her parents or Donna when she had been upset or scared. Alice could hear the content beating of his hearts and couldn't help but gaze up at him to see none of that pain or worry upon his face made the Time Lord look so much younger, and she was afraid to say he looked rather adorable like this.

He stirred slightly from her movement but never woke up, his arm moving somewhat from where it had probably slipped around her waist. Alice could feel his long, slender fingers brushing against the thin fabric of her t-shirt, making her shiver and send goosebumps all over, knowing that he was almost practically touching her bare skin.

That's when all peace shatters as they are both fully awake as the Time Lord drags Alice out of their room with him, with Martha coming out of her own not far behind them. Being guided to Shakespeare's room, the man himself, by all things, looked as though he had just been sleeping now, lifting his head off his desk as if nothing were wrong, which Alice found very strange.

The young woman's eyes landed upon the body of a Dolly lying on the floor. The poor innkeeper was dead as the Doctor crouched down to examine the body.

"What? What was that?" Shakespeare inquired with a mumble, but he only got ignored as Alice and Martha ran towards the window, both seeing the dark outline of a witch flying across the sky on a broomstick of all things. As the cold night breeze buffered, their faces proved they weren't dreaming.

"You saw that too, right?" the redhead asked her flatmate, standing beside her without turning her gaze from the silhouette as it vanished into the night.

"Uh, yeah," Martha acknowledged nervously with a nod.

"What did you both see?" The Doctor inquired, coming over to gaze out the window with them.

"Well, a witch," Martha answered back.

"Flying on a broomstick," Alice added, still finding it hard to believe. Of course, it could have been just a hallucination. But Martha had seen it too so that it could be more of an image projected into their minds. But that was something they would've noticed. But it couldn't be an actual proper witch, right?

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Dawn began to break as poor Dolly's body lay in wait inside her bedroom, where she'd be prepared to take away for her funeral come morning. The three-time travellers at this moment sat with Shakespear at his desk. The sun started to rise as they all pondered what had occurred. Alice recalled the Doctor mentioned that the woman's heart had given up. But what had caused it?

"Oh, sweet Dolly Bailey," the playwright sighed, gazing unhappily into his tankard of ale, "She sat out three bouts of the plague in this place. We all ran like rats. But what could have scared her so? She had such enormous spirit."

It was clear to Alice and the other two that he had cared for her in more ways than one.

"'Rage, rage against the dying of the light,'" the Time Lord replied with a quote head resting in his hands.

Which he knew was genuinely rather pointless.

"I might use that," Shakespear pondered, testing the words on his tongue. It amazed the young Noble that the man couldn't forget his profession for one moment, even after having almost faced certain death like he just did.

But then, suddenly, out of nowhere, Alice and the Doctor responded together in unison, "You can't. It's someone else's."

It took them both by surprise as they shared similar looks of bewilderment at what just happened, then quickly averted one another's gaze. Yet Martha seemed somewhat baffled by it, as she couldn't understand what a ghost of a smile Shakespeare had after glazing between the pair.

After the awkward moment had passed, Alice realised her friend had wanted to say something and had gotten interrupted before she could.

The other woman now cleared her throat, "But the thing is," Martha goes on peering in Shakespears'sShakespeare direction, "Lynley drowned on dry land, Dolly died of fright, and they were both connected to you."

"You're accusing me?" Shakespear inquired, coming over all serious.

"She isn't accusing you of anything," Alice spoke defensively, backing up her flatmate's reasoning, "But what I do know is that we both saw a witch, big as you like, flying, cackling away."

"And you've written about witches," Martha added, nodding in agreement.

"I have? When was that?"

"Not, not quite yet," the Doctor whispered under his breath to Martha.

"Or maybe what Martha and I saw wasn't a witch," the redhead implied, frowning uncertainly.

"Really? What makes you think that?" the Time Lord asserted, turning his head towards her.

He sounded deadly serious, but Alice knew that the Doctor was pulling her leg from the subtle smirk, and his raised eyebrow told her he was only messing about with her, something that she hated about him sometimes, well, maybe a little.

"I never said that, did I. So maybe we didn't see a witch," Alice frowns again, "Unless it ain't ya know uh... Maybe from some far away land," she retorted, stumbling over her words slightly, "Like really, really far away."

Alice's gaze now fell upon his hands; not long ago, his fingers had been unconsciously brushing against her. She felt her cheeks heating up at the thought. 'For goodness sake, girl, control yourself,' she quickly turned away before the Time Lord could notice.

"Peter Streete spoke of witches," Shakespear uttered idly.

"Who's Peter Street?" Martha asked.

"Our builder. He sketched the plans to the Globe."

"The architect. Hold on," the Doctor pondered for a moment before his eyes widened, and he slammed his fist on the table, making the young Noble, Martha and Shakespeare jump, "The architect! The architect! The Globe! Come on!"

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A short while later, the Doctor stood within the Global Theatre pit whilst Martha, Alice and Shakespeare wandered around onstage. But, of course, the night had gone a bit too quickly for the girls liking, both not having slept well because of how hard those beds were. So they were still catching their breath from running.

"What exactly are we doing?" Martha implored her friend.

"Dunno," Alice shrugged before sitting on the stage edge, letting her legs dangle freely back, "I guess we're about to find out."

"The columns there, right?" the Time Lord asked Shakespeare, "14 sides. I've always wondered, but I never asked. Tell me, Will, why 14 sides?"

"It was the shape Peter Streete thought best, that's all," the playwright responded, "Said it carried the sound well."

"Why does that ring a bell? 14..." the Doctor frowned as he continued to look around.

"There are 14 lines in a sonnet," Martha casually suggests as she begins looking about.

"So there is," he responded to her with a smile, "Good point. Words and shapes following the same design," he now starts pacing about, "14 lines, 14 sides, 14 facets...Oh, my head. Tetradecagon... think, think, think! Words, letters, numbers, lines!"

"This is just a theatre," Shakespeare shrugs.

"Oh, but a theatre's magic, isn't it?" The Time Lord beamed enthusiastically, "You should know. Stand on this stage, say the right words with the right emphasis a the right time..." he wrapped his knuckles up the stage before swinging around and continuing, "Oh, you can make men weep, or cry with joy, change them. You can change people's minds just with words in this place," he drops his voice to a whisper, "And if you exaggerate that...

"Something like your police box," Alice mentions with a small smile.

"Small wooden box with all that POWER inside," Martha continued.

"Oh. Oh, Alice Noble and Martha Jones, I like you very much," the Doctor stopped pacing to look at the young women, making Alice's heart almost skip a beat from the pleased grin upon the Doctor's face, "Tell you what, though. Peter Streete would know. Can I talk to him?"

Shakespear sighed remorsefully, coming over all sullen, "You won't get an answer. A month after finishing this place... lost his mind."

"Why? What happened?" the redhead inquired.

"Started raving about witches, hearing voices, babbling. His mind was addled," Shakespear responded with a shrug.

The Time Lord frowned at this but was somewhat interested to know, "Where is he now?"

"Bedlam," the playwright replied as if it needed no more explanation.

"What's Bedlam?" Martha asked her and Alice, sharing a brief, knowing look at what it meant for them to be from a different time. It was not just the obvious things that are different here, but the little things, like common knowledge, vocabulary and everything else.

"Bethlem Hospital. The madhouse," Shakespear replied.

"We're gonna go there," the Doctor insisted just as Alice hopped off the stage to join him, "Right now. Come on," now turning to walk away as Martha and Shakespeare followed.

"Wait!" Shakespeare calls after them, "I'm coming with you. I want to witness this at first hand!" he goes running after them, passing the two young actors from last night along the way, handing them a completed script, "Ralph, the last scene as promised. Copy it, hand it around. Learn it. Speak it. Back before curtain up. Remember, kid, project. Eyes and teeth. You never know - the Queen might turn up," he now walked past them mumbling under his breath, "As if. She never does."

They were back on the street a short while later as Martha and Shakespeare followed behind Alice and the Doctor.

"So, tell me of Freedonia, where women can be doctors, writers, actors," the playwright asked, somewhat curious about Alice and Martha as he tried to visualise a culture different from what he knew.

"This country's ruled by a woman," Martha responded.

"Ah, she's royal. That's God's business," Shakespear glances ahead at the redhead walking with the Doctor, "Although your friend is certainly what I call a royal beauty."

Martha gives him a sceptical look, speaking on her friends' behalf, "Whoa, Nelly! I know for a fact you've got a wife in the country."

"But Martha, this is Town. And I'm up for the challenge if need be," he winks at Alice, who must have turned briefly to look over her shoulder.

"Come on. We can all have a good flirt later," the Time Lord interrupted his happy tone, a little forceful and the clenching of his right fist, which Martha couldn't help but notice, told her that he was probably feeling along the lines of being protective and jealous. Alice glared at him momentarily, but the Doctor couldn't help but feel somewhat relieved that Alice was becoming less interested in the playwright.

"Is that a promise, Doctor?" Shakespear asked with a sly grin.

"No, it bloody ain't! Because as far as I'm concerned, my sister's right that some men are nothing but arrogant, self-absorbed assholes like yourself; why don't you put your words to proper use for a change, mate!" the young redhead suddenly snapped, having finally seen the man's true colours had made her see Donna's perspective on men much more now.

"There are some rotten eggs out there, Ally, until you find that one good one."

As she now went to shove Shakespear hard up against a wall before either Martha or the Doctor could even stop her, "Maybe I was right to take my advice in the first bloody place, never meet your heroes!" the young woman is about to knee him in the stomach only for the Doctor to firmly grab her by the arm tugging her away before she did anything stupid. Yanking her arm out from his grasp, he goes storming off.

"Ally, wait, you don't know where the hospital is!" The Time Lord yelled, chasing after her-followed by Martha, who scowled at Shakespear, who was left to find his way to the hospital.

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A while later, the jailer led them through the hospital's stone corridors towards Peters's cell as screams and moans echoed off its walls. Alice and Martha couldn't hold count of how many cells they had passed already along with its 'patients' who had nowhere near enough adequate human care. The place was rotten and filthy. Along with all the screaming and crying, it truly broke their hearts.

"Does my lord, Doctor, wish some entertainment while he waits?" the jailer asked, "I'd whip these madmen. They'll put on a good show for ya. Bandog and Bedlam!"

"No, I don't!" the Time Lord snapped at him. Humans. For a species so capable of compassion, they sometimes showed an irritable lack of skill.

"Wait here, my lords, while I make him decent for the ladies," the jailer said with a nod, slightly taken aback by the Doctor before walking away.

"So this is what you call a hospital, yeah?" Alice glared in Shakespears'sShakespeare direction, "Where the patients are whipped to entertain the gentry? And you put your friend in here?"

"Oh, and it's all so different in Freedonia," he raised an eyebrow at her.

"But you're clever! Do you honestly think this place is any good?" Martha now cuts in to argue.

"I've been mad," Shakespeare replied grimly, as Alice and Martha noticed the Doctor's expression shift to one of sadness and glanced down at his feet for a moment as if he knew what that meant, "I've lost my mind. Fear of this place set me right again. It serves its purpose."

"Mad in what way?"

"You lost your son," the Time Lord recited softly with some empathy in his voice, and Alice glanced at him, making her wonder if the Doctor had children once before.

"My only boy," Shakespear nodded, "The Black Death took him. I wasn't even there."

"We didn't know. Sorry."

"It made me question everything. The futility of this fleeting existence," Shakespeare sighed, "To be or not to be... oh, that's quite good."

"You should write that down," Alice suggested with a light smile.

"Hm, maybe not," he pondered on it for a moment, "A bit pretentious?"

"This way, m'lord!" the jailer calls from down the hall. Then, as they walked over to where he stood by the open door of Peter's cell, "They can be dangerous, m'lord. Don't know their own strength."

"I think it helps if you don't whip them!" the Doctor almost yelled at the jailer, making Alice suddenly put a hand out on his arm to calm him, an action she felt wasn't entirely her own, "Now get out!" they wait for him to leave. The young Noble quickly withdrew her hand from the Doctor's arm before the other two noticed it as he slowly approached Peter on his bed, "Peter?" he asked, "Peter Street?"

"He's the same as he was. You'll get nothing out of him," Shakespear offered, standing well enough back, looking at his friend with pity.

"So you have visited him?" Alice asked, seeing a glimpse of a more caring Shakespear.

"Well, obviously, you don't just abandon a friend to a place such as this," Shakespear gestured at the cell and bars.

"Peter?" the Time Lord persisted, resting a hand upon Peter's shoulder. The man's head jerked up, his eyes wide but glassy as if he couldn't see the Doctor, but it seemed he wanted to speak but was having some difficulty. He could see the pain, confusion, and fear within his eyes. At some point, he must have been intelligent before whoever was responsible snatched it away.

The Doctor lifted his hands and placed his fingertips upon Peter's temples. Instantly, he could feel what he had witnessed in the man's eyes a moment ago.

"Peter, I'm the Doctor," he offered calmly, "Go into the past, one year ago. Let your mind go back to when everything was fine and shining. Everything that happened in this year since happened to somebody else. It was just a story-a winter's tale. Let go. Listen. That's it," he felt Peter's thoughts becoming slightly more transparent and some memories recurring, "That's it, just let go," he gently laid Peter down on his cot, "Tell me the story, Peter. Tell me about the witches."

Peter blinks, "Witches spoke to Peter. In the night, they whispered. Got Peter to build the Globe to their design. THEIR design! The fourteen walls; always fourteen. When the work was done," he laughs hysterically, "they sapped poor Peter's wits."

"Where did Peter see the witches? Where in the city?" the Doctor crouched beside the man, "Peter, tell me. You've got to tell me where were they?"

"All Hallows Street," Peter simply replied.

"Too many words," a grotesque figure of a witch suddenly appeared behind the Doctor, making him leap backwards and quickly go to stand beside the others.

"What the hell?" both the young women gasped in unison, their jaws almost hitting the floor.

"Just one touch of the heart," the witch said, leaning over Peter to rest a hand on his chest.

"Noooo!!!" the Doctor yelled instantly, knowing what she was doing as Peter screamed in agony and died.

"Witch!" Shakespear gasped in disbelief, "I'm seeing a witch!"

"Who would be next, hmm?" she turned to them all, inching closer to the Doctor, "Just one touch. Oh, oh, I'll stop your frantic hearts. Poor, fragile mortals."

In a panic, Alice and Martha ran to the cell doors, starting to rattle the bars, "Let us out! Let us out!"

"That's not going to work. The whole building's shouting that," he reasons with both the women whilst trying to figure out a way to escape.

"Who will die first, hmm?"

"Well, if you're looking for volunteers," the Time Lord stepped forward without thinking.

"Doctor, don't you bloody dare!" Alice looked over her shoulder to yell angrily at him, only for it to get ignored as he kept going, "Now is not the time for your heroics!"

"Doctor, can you stop her?" Shakespeare asked.

"No mortal has power over me," the witch declared with a cackle.

"Oh, but there's a power in words," the Doctor remarked, thinking aloud, "If I can find the right one...if I can just know you..."

"None on Earth has knowledge of us."

"Then it's a good thing I'm here," the Doctor went on, taking a step forward, "Now think, think, think... Humanoid female uses shapes and words to channel energy... ah, fourteen! That's it! Fourteen! The fourteen stars of the Rexel planetary configuration! Creature, I name you Carrionite!" he yelled, pointing at the witch, who wailed and instantly vanished in a flash of white light.

"What did you do?" Alice asked as she, Martha and Shakespear stood there with equal looks of confusion.

"I named her. The power of a name. That's old magic."

"But there's no such thing as magic," Martha now frowned at him.

"Well, it's just a different sort of science," the Time Lord shrugged, "You lot, you chose mathematics. Given the right string of numbers and the right equation, you can split the atom. Carrionites use words instead."

"Use them for what?" Shakespeare asked, curious to know.

"The end of the world," the Doctor sighed.

"We should go now," Martha suggested, shivering slightly in disgust, "I can't stand another minute here."

When the jailer finally turned to let them out, they walked out hastily with speed, not wanting to stay there any longer than they had to.

"I don't ever want to come back to this place. It gives me the creeps," Alice uttered, almost shuddering.

"Well, hopefully, we won't have to," the Doctor said a little too casually for Alice's liking and rolled her eyes in disbelief before slapping him around the head without even looking at him.

"Ow! What was that for!?" he cried in pain, rubbing the back of his head, and Alice couldn't help but find pleasure in it as a grin appeared on her lips.

"For scaring the living daylights out of Martha and me!"

"Wha- I wasn't going to die, Ally."

"I didn't know that, you idiot! Maybe next time, a little warning would be nice!"