The Doctor asked himself for the tenth time why he had let her talk him into investigating this abandoned old structure in the middle of nowhere. It wasn't like there was an alien incursion imminent or anything. The TARDIS would have warned him. On the other hand, his ship wouldn't have brought them here if there wasn't something at least a bit interesting.

He had lost sight of his companion almost immediately. He wasn't worried about where she had gotten to. Not at all. It didn't concern him, really. Well, not as much as it had in the past. Donna Noble was quite competent and fully capable of taking care of herself in many situations. She was definitely not as dependant as a few of his previous 'assistants'. There was no need to work himself into a dither because his best friend decided to desert him.

No, it was this oppressive darkness. It bothered him more than he was comfortable admitting. 'I can't see my sodding hand in front of my sodding face!' "Blimey!" he said out loud, shaking his head. He had to be a tad unnerved, he realized; he rarely resorted to profanity, especially by himself.

He reached into his pocket for his sonic screwdriver, intending to scan his location and shed some welcome light on the situation, but he came away empty. He thrust his hand into the other coat pocket, and then both suit jacket pockets, but still found nothing. His brow furrowed in confusion and anger. Finally, frustrated, he shoved his hands into his trouser pockets. And grinned when his right hand closed over a cool metal cylinder. Pulling the object out triumphantly, he was instantly dismayed to realize that is wasn't his beloved sonic. "A torch?" he asked incredulously. "How did that get into my pocket?" He stared at the offending item intently. "And where the bloody hell is my sonic?!" he shouted. His voice echoed strangely in the dark.

The Doctor resigned himself to being sonic-less, and turned on the torch. At least he'd get a better idea of what was around him. The torch wasn't very bright, or it could be that the gloom was more pervasive than he realized. It was a dark as the caves on Stygia and just as eerie. He seemed to be in a foyer area and could just make out four doorways ahead of him. Donna must have gone down one of them without waiting for him, even though he had reminded her yet again about wandering off. He sighed. How hard a concept is that for Humans to understand?

Stepping forward slowly, he stared at the opening, trying to decide which she would have chosen, and he discovered he was strangely reluctant to call out to her. Instead, he closed his eyes and concentrated, willing himself to detect a whiff of her perfume, or hear her footsteps. Anything at all that would give him a clue as to which way she had gone. All he could smell was the dank, dusty air, and a hint of mould.

Accepting that he would not be getting any direction, he strode over to the centre-right archway and walked forward. And immediately recoiled, as hundreds of tiny, invisible filaments drifted over his face and hair. He began batting at the unseen threads, ruffling his already messy hair and running his hands over his face, to rid himself of the irritating – and somewhat creepy – substance. He turned around and shone the torch on the archway behind him, but could see nothing in the dim light. "Must have walked through a web," he muttered, which brought to mind a large red spider … and Donna.

Determined to find his wayward companion, the Doctor continued forward, moving as stealthily as he could along the narrow passageway. His ultra-sensitive hearing picked up a sound, a low moan. It didn't sound human; it was as if the structure itself was groaning in pain. He trudged on, trying the knobs of any door he came across, but to no avail.

As he approached the end of the passage, he heard the faint noise behind a door on his right. Grasping the handle, he was surprised when it turned easily in his hand. Cautiously, he eased the door open a crack and peered in through the slight gap. The room was pitch black, with the exception of scores of tiny, shining, yellow eyes! Pushing the door slowly, he aimed the torch into the room, revealing thirty or forty rat-like creatures, noticeably larger than ordinary sewer rats, he realized. As he moved the meagre torchlight, the entities began a mad scramble for the dark corners of the room.

The Doctor shuddered – he had never been very fond of vermin – but thought he might examine the room a little closer, natural curiosity and all that. As he pushed the door wider and made to move into the room, one exceedingly large beast turned to face him, its eyes large and glowing. It hissed at him loudly and bared its long, sharp, pointed teeth. He retreated quickly and closed the door forcefully.

Stopping a moment to catch his breath, he continued to the end of the passage and followed it around the corner to the left. There were more locked doors, slightly more pronounced groanings, and the occasional skittering of tiny feet in the ceiling above. He was becoming more concerned by the minute; the further he progressed into the structure, the more unnerved he felt. As he approached a juncture of two hallways, he was suddenly hit with a blast of frigid air. A shiver ran down his spine.

He hurried forward, but the chill followed him. As he passed another door, it began to open with a loud creak. He peered in and saw, in the dim light, what looked a cell, complete with manacles, chains and barred windows. He stepped in and allowed his eyes to adjust to the gloom. He could barely make out a few pieces of furniture. Flashing his ineffectual torch around the room, he spied a table against one wall on which were various metal objects. A closer perusal revealed an assortment of thumbscrews, whips, studded collars, and a few others things whose purpose the Doctor refused to even contemplate.

Along another wall was a wooden structure with straps, rollers. and cranks. He stared in disgust and revulsion. The Rack. It had to be. 'What is this place?' he asked himself. Why would an abandoned house have a torture chamber? And why would Donna bring him here? Did she know about this? Did she want him to find out who was responsible and bring them to justice? Or had she been deceived and misled? Could she be in danger? Where was she? That was it. He had to find her, and quickly.

As he turned to go, he noticed another item lurking in the dark. He was stunned at first. It seemed to have the overall shape of a Dalek! But on further scrutiny, he realized there was no telescopic manipulator arm, no gun mount, no eye stalk. His curiosity warred with his concern for Donna's safety. Deciding that he would come back and examine the room further after he had located his wandering companion, he headed toward the door. Passing the Dalek-like object, he stopped suddenly when he heard a noise behind him.

Turning, he watched as the front of the 'Dalek' swing open. Subconsciously, he was expecting to see the misshapen form of a Kaled. He was therefore, quite startled to see a full skeleton, complete with tattered clothing, pierced on all sides. 'Oh, dear gods!' he thought. 'That's an Iron Maiden! An actual Iron Maiden!' He jumped out of the way as the figure leaned precariously forward. Scampering out into the cold hallway, he renewed his determination to find Donna and escape this madhouse once and for all.

Striding purposefully down the hall, his breath visible in puffs, he yanked open whatever door he could. Behind one, he found a crude operating theatre, complete with specimen jars with dubious contents. Another revealed a cave-like interior with fog and mist swirling along the floor, a large iron pot bubbling furiously over a fire, and what, at first, he mistook for Carrionites! 'No,' he decided. 'They're just ordinary witches. Probably Macbeth's Weird Sisters.' Wait. What did he mean 'probably'? Witches don't exist. Not these stereotypes anyway. At that moment, one of the three figures turned and glared at him, raising a finger and saying in a strangled voice, "By the pricking of my thumbs, something wicked this way comes!" She (it?) took one gliding step toward him, and he sprinted back out the door, slamming it for good measure.

Trying to catch his breath – his respiratory bypass had been working overtime for the last few minutes – he leaned against the next door down. And promptly leapt to the middle of the corridor when the door began to pulse in and out against his back, accompanied by a deep growl. To make matters even worse, he detected the scampering of tiny feet above him again.

All at once, a howl pierced the air, followed by the agonized sound of a woman's scream. This galvanized the Doctor, and he went pelting down the passageway toward it, shouting Donna's name at the top of his voice. He would have reached his destination had he not run fill tilt into a suit of armour that lurched forward into his path. Tumbling arse over teakettle, he lay sprawled across the carpet amid gauntlets, greaves and breastplate, with helm and visor poking him in the side.

Yelling Donna's name again, he attempted to extricate himself from metal bits and pieces. Hearing footsteps, he looked up to see two people hovering over him, one a bearded male in a tee-shirt and jeans, the other his ginger companion. The young man looked concerned, while she appeared to be stifling a grin.

Reaching out and taking his hand, Donna helped the Doctor to his feet. It wasn't very graceful and it was accompanied by an awful lot of clanking. "Oh, Spaceman. Whatever have you gotten yourself into?" She began to dust him off, and he backed away, angry and embarrassed and, admittedly, confused.

"ME?" he shouted. "What have I gotten into? Where the bloody hell have you been? I've been searching this madhouse for hours, looking for you. I'm almost attacked by rabid vermin. I stumble into a primitive torture chamber – although to be fair all torture chambers are, by definition, primitive – and then a witch tries to put a curse on me. Then I hear wolf howl and a scream, and I naturally assume you've been horribly injured, and I can't see a bloody thing, and I've lost my sonic, and," he stopped abruptly. "Are you laughing at me?!"

Donna clamped one hand over her mouth, while the other reached over and cupped the Doctor's cheek. "I'm sorry. It's just that you're so cute when you rant like this and turn all red in the face before your respiratory bypass kicks in." She turned to the young man beside her. "Trevor, do you mind?"

Trevor grinned and nodded. Speaking into a two-way radio, he mumbled something the Doctor didn't hear, and suddenly the hallway was filled with bright light. Turning back to the Doctor, she said, "Better?"

He scowled at her, not appeased. "Who exactly is he?" he demanded, gesturing toward Trevor.

"Doctor, meet Trevor Mackenzie, proprietor of this 'madhouse', as you put it."

"Proprietor? He owns this horror?"

Not wanting things to get out of hand, and sensing that the Doctor was about to say something regrettable, she turned to the other man "Trevor," she said sweetly. "Can you give us a minute?"

The young man looked at the Doctor and back at Donna and, chuckling, exited through a secret door in the wall, hidden behind a full-length mirror.

"Yes. Trevor owns this place. And he was doing me a big favour letting us in before hours." Seeing the confusion still on his face, she blurted out, "For pity's sake, Time Boy. You act as if you've never seen a haunted house before!"

"This is not a haunted house. I've been in haunted houses before and this is definitely not one of them. There are no astral projections, no fluctuation in the fabric of the Universe. I can't sense any disturbance in the time flow, no Rift activity."

Donna laughed and replied, "Of course not, you numpty. It's all fake." She led the Doctor back into the foyer area, carefully holding back the tiny black filaments hanging from the doorframe. He realized that was what he felt on his face earlier, but it didn't help clear up his confusion.

"Fake?" he repeated. "What about the rats?"

"3-D Projections," she answered.

"But that witch. She knew I was there. She turned and threatened me!"

"Animatronics. And motion sensors. It's really quite harmless."

"Harmless?! How can you say that?!"

"It's an amusement!" she responded, exasperated.

"An amusement?" he repeated again. "People come here to be scared out of their wits, for fun?" he asked with disbelief.

"Aha!" she exclaimed. "You were scared! I thought Time Lords didn't frighten easily. Isn't that what you told me the other night, when you were teasing me for starting at every little noise on the TARDIS after you'd read me all those Edgar Allen Poe stories?"

"Is that what this was about? Trying to prove a point? Well," he stated huffily, "for your information, I wasn't frightened. I was concerned. For your safety."

"So how do you explain the little squeaky noise you made when the skeleton almost touched you? Or the way you dashed out of the cauldron room?"

He stared at her. "You saw all that? How?"

She smirked. "Monitors. Trevor has this place wired with CCTV. For safety and security purposes."

To cover his embarrassment, he changed the subject abruptly. "Well, I still don't understand why anyone would frequent a place like this. It's barbaric."

"Folks pay a lot of money to come here. Trevor does a fair trade. It's seasonal, mind. But good business."

He looked at her and shook his head. "Why? Why would someone pay to see such horrors, to subject themselves to this kind of shock and fright? I'll never understand Humans."

Seeing his obvious distress, she decided not to continue teasing him, however fun it was. She gave him a warm, sympathetic smile and said, "Do you remember last week, when I made you watch that horror film 'Fright Night'?"

He looked back at her, his brow furrowed. "The vampire thing. Yeah."

"What happened while we were watching it?" she asked.

He snorted. "You mean besides you salivating over that cheesy magician bloke in the black leather trousers?"

She sighed and said, "Oh, but they were such lovely trousers." Seeing him glare in her direction, she shook herself out of mental image of the magnificent Peter Vincent and continued. "Yes, besides that. What happened every time the vampires popped up out of nowhere?"

A smirk formed on his lips. "You squealed and buried your face in my chest."

"And how did that evening end?" she asked, as innocently as she could.

His eyes went wide at the memory. "Oh!" he responded.

"Now, imagine. A young couple on a date. They wend their way through this place, spooks popping out at them, creepy noises, cold draughts of air blowing."

He looked at her and nodded, leering slightly. "Ohhhhhh!"

"Exactly. Do you get it now?" she asked.

He grinned broadly. "Oh, yes!" He grabbed her hand. "Shall we have another go? Now that I'm prepared and all."

She raised his hand to her lips and lightly brushed the back against her lips. "We could. Or," she said coyly. "We could go home and watch 'Fright Night' again."

He leaned in and whispered seductively in her ear, "Do you promise to squeal?"

She whispered back, "I think I could be persuaded," and touched the tip of her tongue to the curved shell of his ear.

He shivered, but this time it wasn't because of the cold. Throwing his arm over her shoulder and pulling her in tightly, he exclaimed, "Then what are we waiting for? Allons-y!"

Donna put her arm around his waist, resting her hand on his sensitive hipbone, and they headed for the door. As they were leaving, she called out, "Thanks again, Trevor."

"Any time, Donna," a deep, ominous, disembodied voice replied, booming through the house.

The two walked arm in arm back to the TARDIS. As they approached, Donna gave a wistful sigh. The Doctor kissed her temple. "Something wrong, love?"

She squeezed his waist. "No, not wrong. Just wondering something."

"What?" he asked, as he inserted his key into the lock.

The look she gave him was positively lascivious. "Oh, I just wondered if the Wardrobe had any black leather trousers."