The Tardis materialized in a rocky clearing surrounded by forest. An icy breeze filtered through the leafless trees. There was no snow on the ground but the smell of a changing season hung in the air. The dawn was a pale haze of diffused light, the landscape a patchwork of dull brown, gray, and black. The only colour came from the edge of the clearing. Two yellow eyes blinked in the shadow of the trees. They stared at the new arrival with interest, blinked once again, then disappeared into the forest.

-

"Is that what you're wearing?" the Doctor said in a disapproving tone.

"You said to dress for the cold."

Alison had entered the console room in a red cloak with a large, sheltering hood. It covered every inch of her, and did indeed look quite warm.

"I said to dress inconspicuously, not play at being little red riding hood" he sniffed.

Alison glanced at the Doctor's attire, "Inconspicuously? I notice you didn't change." She raised an eyebrow.

The Master looked up from the console "I'm afraid she's correct Doctor, you did tell her to dress for the cold."

"Not possible" the Doctor snorted.

"As you like, after all, you were the one who designed my memory."

The Doctor glared in the Master's direction, but he was already looking down at the console panel, his lips parted in a slight smile.

"I'll go change if you like." Alison laughed involuntarily.

The Doctor turned to look at her "Not necessary." In one quick motion he pulled the cloak from her shoulders and with a slight flourish flipped it inside out and placed it back on. The inside lining was a dusky pearl gray in colour. "Perfect, you'll blend right into the background."

"My fondest wish" Alison rolled her eyes as she pulled the hood over her head.

"Doctor," the Master interrupted "I fail to see the point of exploring this planet, it's prospects seem..." he glanced at the scanner "... less than promising."

"Agreed." said Alison.

"For the sake of exploration itself," he responded "have you no sense of adventure?"

Both Alison and the Master looked back at the scanner, their faces unconvinced.

"Well I'm going, you can stay in the Tardis if you like." And with that, he opened the door and slipped outside.

Alison looked after the Doctor's exit with concern.

"I think you'd best be after your charge my dear," the Master stated "before he goes too far away..."

Alison pulled the cloak close and fastened it under her chin. "I suppose you're right." She crossed the console room and walked out into the wakening dawn.

The Master closed the door behind her. "Ah, these moments of solitude... they never seem to last long enough."

Alison followed the Doctor over the brittle leaves and blackened stones that made up the simple footpath he'd found in the forest. The trees surrounding them looked very much like the paper birch of earth, but a deep brown in colour. After several minutes the air began to fill with an irritating buzz. Several small, black, gnat-like insects began to fill the air around them. One of them landed on Alison's hand, and before she could brush it away, she felt a sharp stinging sensation there. She examined her hand, a small welt had begun to form and immediately itch.

"Ugh, what are these things?" she called out, rubbing the bite.

"Some sort of blood breeder I expect, harmless enough... much like your earth mosquito."

Alison waved her hand around her face to keep the bugs at bay. "Mosquitos aren't entirely harmless... I notice you don't seem to bothered by them."

"Because I don't let them bother me." He stopped on the trail and turned to face her "Stop flailing about, the added motion may attract them."

Alison held still and waited. Immediately the insects began to land on her. "It's not working," she called out. She felt a slight sting on her cheek and instantly slapped it. "Got him!" she said with satisfaction.

"Got her." the Doctor responded as he turned back to the path.

"Her?"

"Well if they're anything like mosquitos..." he paused as he reached the outer edge of the forest. "only the females take blood."

Alison wondered if this comment wasn't directed at her somehow, but as she reached the forest's edge she found the Doctor kneeling over a large outcropping of rock. "Alison, come and have a look at this." She moved closer to join him. There, carefully carved into the stone, was an oblong hole about eight inches deep. The Doctor moved his hand along the smooth inner surface. "Small chance that this came about naturally."

As he continued examining the hole, Alison soon spotted another in the rocks less than ten feet away, then another. "What do you suppose they are?"

"Difficult to say" he stood and brushed himself off "perhaps they have some religious significance."

"In that case maybe we should leave." The Doctor nodded in agreement, but as they turned to go, a small cry rose up from the rocks. "What was that?"

"I don't know." The cry sounded again and he began to move cautiously toward it. He glanced back at her "Keep close behind me." Alison nodded.

The cry continued unabated. As they moved over the dark stone Alison whispered "If I didn't know better I'd say that cry sounded like..."

"An infant." the Doctor said with certainty. He had just rounded another outcropping of rock and was now standing over another of the holes, only this one contained a weeping baby.

"What!" Alison gasped "how could anyone..." Alison knelt carefully beside the child. Except for the snowy irises of it's eyes and a strange webbing stretched between it's fingers the baby could easily have passed for human. "Is it some sort of sacrifice?"

"Perhaps, though the child seems well swaddled, still..." he looked at the surrounding countryside "when night falls..."

"That's horrible..." Alison began. But the Doctor quickly silenced her. Voices sounded in the distance. He grabbed Alison's hand and the two of them ran back to the forest's edge. They slipped silently behind the trees as a small group of people approached.

At the head of the group, a tall man in a long brown robe strode toward the infant. As he gazed at the child he seemed to nod in approval. Behind him a man and woman slowly approached, upon viewing the baby their faces lit up with joy. They held each other tightly and gazed with anticipation at the tall man before them. He reached carefully into his robe, and Alison could clearly see a small, thin, blade being brought into the open. He held the knife out before him, cradling it in the palms of his webbed hands. Alison looked to the Doctor with a pained expression on her face. The man then gripped the knife tightly in one hand and raised it above his head.