A strange wheezing noise echoed through the main room of Stark Towers. It sounded not unlike Darth Vader if something had gone seriously wrong with the mechanism of his breathing functions. Some of the Avengers were sitting in a circle of couches, good-naturedly poking fun at each other and laughing. At the noise, however, Steve Rogers and Tony Stark leapt up, tensed and ready to fight. Natasha Romanoff also sprang up and adapted a ready stance, and Thor more leisurely stood up, his easy going smile wiped from his face. The sick whooshing continued until something that had never before been seen before in that already strange place appeared. An old British police box thudded to the ground in front of them. The door swung open, and a man, eccentrically dressed with a tie and a trench coat, large brown eyes and perfectly crazy hair showed his head through the door. His eyes widened, and he quickly swung back in, and shut the door. TheAvengers looked nervously at each other. Steve Rogers started carefully towards the strange box. The door opened again, and the head of a pretty young lady popped out. She had blond-brown hair and huge hazel eyes. Her eyes widened, and she ran out. The strange man appeared at the door, and he ran his hands through his hair. "Rose! Blimey, Rose! Rose!" he called.

The girl named rose spun around on her heel and laughed. "Doctor, Doctor. I'll be fine," and turned and ran to the Avengers, and eagerly started talking to them.

Tony walked over to the Doctor. "You're an alien," not a question, a statement.

The man stood from slouching against the door jam. "True enough," he said, in a distinct British accent. He took a strange device out of his pocket and held it up, gazing at it. "I'm a Time-Lord. I travel in a Type 40 police box… alright, don't like that way of saying it either," he added in an undertone, then said, "It's really not a police box. Chameleon Circuit bust, ya see." He slipped it back into his trench coat pocket from whence it had come.

Tony nodded, for once in his life not quite fully comprehending. "Mind if I-" he asked.

The Doctor grinned. "Oh sure, go ahead."

The engineer stepped inside, the Doctor quickly following, closing the door. Inside the police box, Stark turned in slow circles, taking everything in.

"Go on, say it," the Doctor said, evidently enjoying Tony's shock.

"The-the inside perimeter of this place is larger than the outside perimeter!" Tony spluttered.

The Doctor looked surprised for a moment, and then drew out a small notebook and a pencil and opened it, and said, "What was it again?"

Tony looked at him. "It's larger on the inside…"

"No, what'd you say before?" The Doctor said.

"Oh, that. I said that the inside perimeter of this place is larger than the outside one…" he continued staring around in surprise. The Doctor scribbled that down, and then put the notebook back into his inside trench coat pocket and leaned nonchalantly against the railing. "I suppose you're wondering how it works… well, to be short, it's Time-Lord technology."

"Yes, well, I figured that out, but…well, what's it called?"

"It's called the TARDIS. T-A-R-D-I-S. Time And Relative Dimension In Space."

"I see," Tony Stark said, clearly no better off than before. "And how did it materialize like that? And what was that noise?"

"I'll answer the last questions first, and the first last… it makes that noise because, well, turning parking brakes off when you're moving is for other people. And it materialized like that because it was de-materialized! Shh, no more questions. Don't like too many questions."

Iron Man clearly had many more questions, but he shut his mouth and contented himself with gazing around in awe at the thrumming, living, glowing machine. "Alright, sorry, but Rose and I must be off," the Doctor jerked him out of his stupor.

Tony Stark gazed around for one last time, and stumbled out of the TARDIS.

"Rose! We need to be going now. Maybe we'll come back." Rose waved the to everyone. "See you all again, I hope!" she said. They waved back, and Natasha smiled. The Doctor said, "Allons-y!" to Rose, and as they entered the door they heard him saying to his companion, "Where next today, Rose? Clom? We could find the lost moon of Poosh, or…" and his voice was cut off as the door of the police box slammed shut. The whooshing noise began a few minutes later, and the Type 40 TARDIS disappeared from view, the funny noise going with it. The Stark Tower was quiet for a few minutes, and then they began to talk once more.