The Doctor was looking very pale. After Donna had finished explaining to him about the blonde girl, the one who only said, "Bad Wolf." Then the scare of seeing the words screaming at him everywhere, and the TARDIS reacting so negatively. He was very, very worried. He set the TARDIS down on Earth and pulled Donna towards the door. They open the door and he stepped out, Donna following him.

"It's fine. Everything's fine. Nothing's wrong, all fine." He turned around, trying to spot any trouble or distress. He spotted a milkman stepping off his truck and yelled out, "Excuse me! What day is it?"

"Saturday," the milk man replied.

"Saturday. Good. Good, I like Saturdays." The Doctor was flustered and clearly confused.

"So, I just met Rose Tyler?" Donna spoke up.

"Yeah."

"But she's locked away in a parallel world." Now it was Donna's turn for confusion.

"Exactly. If she can cross from her parallel world to your parallel world, then that means the walls of the universe are breaking down, which puts everything in danger. Everything. But how?" He ran back into the TARDIS, Donna following closely behind. He started flipping switches and putting in coordinates for another stop to check on things.

"The thing is, Doctor, no matter what's happening, and I'm sure it's bad, I get that but, Rose is coming back. Isn't that good?" Donna peered around at the center pillar at him.

Oh Donna, his dear, sweet, best friend Donna. She knew how much the Doctor missed Rose when they first met. But the Doctor had done a lot of thinking since then. His adventures with Martha and Donna had reminded him of the kind of companions he needed. He had time to examine the time he had with Rose, to examine his motives and feelings in their relationship. And now—now it appeared she was trying to get back to him, but for what purpose? "Yeah. (long pause) Yeah, it should be. But at what cost, Donna? Tearing apart the universe? Donna, you know better than anyone else that I cared about Rose, but—this is bad, very bad. *sigh* Donna, from what you described, Rose tore apart the TARDIS. You know the TARDIS is sentient, I know you have a close relationship with her, stronger than any companion has ever had, really. You come the closest to being able to talk to and understand her of any human, ever. Including Rose. She never understood the TARDIS, not really. And now, sadly, I see that she never really understood what I was trying to teach her. The damage she's done trying to get back here, even I can't begin to calculate what the ramifications might be—"

He was interrupted by what felt like something crashing into the TARDIS as it shook violently.

"What the hell was that?" Donna looked around to see if there was damage.

"Don't know. It came from outside." He ran towards the door—and found them to be in space—just a few space rocks floating nearby.

"But we're in space. How did that happen? What did you do?" Donna questioned him harshly. Before she could finish talking he was running back to the scanner and checking readings.

"We haven't moved. We're fixed—It can't have. No!" He ran back beside Donna at the doorway. "The TARDIS is still in the same place, but the Earth has gone! The entire planet. It's gone—" He closed the door, running back to the console to begin checking scan readings further.

Donna walked up slowly, thinking through what she knew about Earth, astronomy, etc. "But if the Earth's been moved, they've lost the Sun. What about my Mum? And Granddad? They're dead, aren't they? Are they dead?" She gasped out her last words.

The Doctor quickly looked to her. "I don't know, Donna. I just don't know. I'm sorry, I don't know." He kept rerunning scans and checking every possible reading he could.

"That's my family. My whole world," she gasped out, tears welling up in her eyes. Suddenly she felt what the Doctor had described to her before, about losing his whole race, having to sacrifice them.

The Doctor gritted his teeth. "There's no readings. Nothing. Not a trace. Not even a whisper." He stood up straight and ran his hand through his already tousled hair. "Oh, that is fearsome technology."

"So, what do we do?" Donna questioned.

"We've got to get help." His hand rested on the back of his neck, rubbing back and forth.

Well, that was a new one on Donna, the Doctor rarely, if ever, admitted to needing help. "From where?"

"Donna," He turned to look in her eyes. "I'm taking you to the Shadow Proclamation."

Fear pulled through her. She knew nothing about the Shadow Proclamation, except that she had heard the Doctor threaten aliens with them many times before. The Doctor tapped one button and grabbed the lever. "Hold tight!" He pulled the lever and they were in motion, both grabbing he handrail around the console to keep steady. He started flipping more switches to try and keep the ride smooth, but like always, it seemed to do the exact opposite, the TARDIS seeming to suddenly go at an angle, him laying half on the console and her leaning towards the jump seat to keep from sliding down the grating.

"So, go on then, what is the Shadow Proclamation anyway? Donna shouted over the rumbling and wheezing of the TARDIS.

"Posh name for police. Outer space police. Here we go!" He yelled back as they made their final descent.

The TARDIS appeared in the corridor somewhere in a complex built on three linked asteroids. They were greeted by an armed platoon. If this had been any less dire circumstances, Donna would have remarked sarcastically about the rhino-looking creatures in front of her.

"Sco bo tro no flo jo ko fo to to," The lead Rhino said

"No bo ho sho ko ro to so. Bokodozogobofopojo," the Doctor responded back, Donna looking on surprised.

Oh, come on now, she thought to herself. You have got to be kidding me, like that meant something?

The Rhino creatures, whom she learned later were called Judoon, come to attention and her face changed to an impressed look. Alright then, I guess so.

"Moho," the Doctor stated, at which point the Judoon soldiers marched them into a room where a woman with silvery-white hair, and wearing a black gown, was pacing. The Doctor introduced himself and she almost laughed.

"Time Lords are the stuff of legend. They belong in the myths and whispers of the Higher Species. You cannot possibly exist." The woman shook her head, disbelieving.

"Yeah." The Doctor dismissed her questioning, he had more important things to deal with. "More to the point, I've got a missing planet."

"Then you're not as wise as the stories would say. The picture is far bigger than you imagine. The whole universe is in outrage, Doctor. Twenty-three worlds have been taken from the sky."

"How many? Which ones? Show me." The Doctor jumped around the table, leaping across a storage box, joining her at the computer station.

"Locations range far and wide, but all disappeared at the exact same moment, leaving no trace," she explained as the planets began showing on the screen.

"Callufrax Minorr. Jahoo. Shallacatop. Woman Wept." The Doctor's voice held a confused tone, as he tried to make a connection between the planets listed.

"All different sizes. Some populated, some not. But all unconnected," she continued to explain.

"What about Pyrovillia?" Donna questioned.

"Who IS the female?" The black robed woman said with disgust.

Donna was having none of that attitude, "Donna. I'm a human being. Maybe not the stuff of legend but every bit as important as Time Lords, thank you." The Doctor smiled at his best friend as she continued. "Way back, when we were in Pompeii, Lucius said Pyrovillia had gone missing."

A Judoon stepped forward, and spoke, making Donna jump. "Pyrovillia is cold case. Not relevant."

"How do you mean, cold case?" Donna regained her sense and replied.

"The planet Pyrovillia cannot be part of this. It disappeared over two thousand years ago,"the woman, known as The Architect, responded, still in disbelief she was paying any attention to this woman.

"Yes, yes, hang on," Donna shot back, not willing to give up her theory. "But there's the Adipose breeding planet, too. Miss Foster said that was lost, but that must've been a long time ago."

"That's it! Donna, brilliant." The Doctor's hands shot up into the air as he shouted. "Planets are being taken out of time as well as space. Bring up any other cold case missing planets you have, including them in the map. Let's put this into 3-D." He tapped the screen and holograms of the missing planets start to fill the room.

"Now, if we add Pyrovillia and Adipose Three. Something missing. Where else, where else, where else? Where else lost, lost, lost, lost. Oh! The Lost Moon of Poosh," he declared, tapping in the last planet. As Poosh appeared in the air, the representations suddenly reorganize themselves.

"What did you do?" The Architect questioned.

"Nothing. The planets rearranged themselves into the optimum pattern. Oh, look at that." He stepped out into the middle of the holographic representation. "Twenty-seven planets in perfect balance. Come on, that is gorgeous. Wait—" The Doctor stopped in his tracks, the smile quickly dropping off his face. "—what is that planet?" He ran back over to the computer screen.

The Architect shrugged. "It's the only other cold case missing planet. The planet Teni. It's been missing for two years."

"The planet Teni is missing?" The Doctor stared up at the planet's holographic image till Donna got concerned over the look on his face."

"Doctor, what's wrong?" Donna spoke softly, sincerely concerned at the look on his face. "I mean, other than the obvious… what's important about Teni? I haven't heard you talk about that one."

The Doctor didn't really hear Donna as he muttered to himself, "It makes so much sense now—why I didn't hear from her—" He grew quiet again, then shaking his head and turning back to Donna, realizing his mind had wandered to another time and place.

"Oi, don't get all spaceman. What does it mean?" Donna questioned.

The Doctor walked over to Donna as he explained, "All those worlds fit together like pieces of an engine. It's like a powerhouse." He explained, then adding a question himself as he looked at the planets in their orbit. "What for?"

The Architect was growing tired of this nonsense. "Who could design such a thing?"

"Someone tried to move the Earth once before. Long time ago. Can't be—"

The Doctor continued to check readings and examine the planets, particularly that one he had mentioned, Donna noted to herself. She grew tired of watching him pace back and forth, so she went to have a seat on the stair steps just a few metres away. As she sat there, she suddenly began hearing a heartbeat. She was distracted, however, by a woman coming up to her and speaking mysteriously about some nonsense.

The woman had gotten Donna flustered, and the next thing she knew the Doctor was questioning her about what was going on around Earth before this all happened. It was then she brought up the bees disappearing again. It was another brilliant thought from Donna Noble according to the Doctor. The next thing she knew, they were escaping the Shadow Proclamation, and were on their way to find the missing planets.

The Doctor had the TARDIS following the Tandocca trail. After a while of watching the screen as it followed the trail, suddenly the TARDIS came to a halt.

"It's stopped," the Doctor almost whispered.

"What do you mean?" Donna looked back and forth between the monitor and the Doctor. "Is that good or bad? Where are we?"

"The Medusa Cascade. I came here when I was just a kid, ninety years old. It was the center of a rift in time and space," the Doctor explained.

"So, where are the twenty-seven planets?" Donna questioned as she glanced at the screen and back to him again.

"Nowhere. The Tandocca Trail stops dead. End of the line," he said with a defeated tone.

"So, what do we do? Doctor, what do we do?" She was exasperated as she saw a look in his eyes that she had only seen a few times before. Defeat. "Now don't do this to me. No, don't. Don't do this to me. Not now. Tell me, what are we going do? You never give up. Please." He turned to look into her eyes and she realized there was something else there. Mixed with the defeat there was sadness and grief, all mixed up into something Donna could not handle coming from the Doctor. Not now, not ever.

He spoke so quietly it was almost a whisper, "Donna, I need to tell you something."

She put two and two together. She knew the Doctor was worried about Earth. But something else had gotten his attention while they were at the Shadow Proclamation, and it had been bothering him ever since. "It's… it's about that planet isn't it, the one that really tripped you up back there. What is it called?

"Teni. The planet Teni." He sighed and plopped himself down in the jump seat. She sat down next to him and moved close, placing her hand on his shoulder to encourage him to continue. "Donna, there was someone, someone I saved—and she traveled with me once—and then she saved me—before she had to return to her planet. It was after you decided not to come with me that first time, before I met Martha."

"But Doctor, why hadn't you mentioned her before?" Donna was confused. He had told her so many stories about his travels with Martha, how he met her, meeting Shakespeare—she wasn't sure why he wouldn't have mentioned running into someone before then.

"I thought it's what she wanted—to be forgotten—" He puffed out with a sigh.

"But now, you're thinking the planet had disappeared, gone missing like the others." Donna nodded as she realized what he had been saying back at the Shadow Proclamation as he stared at the hologram of the planet.

He nodded and continued, "Now I know—she wasn't trying to act like we had never met by not communicating with me. She was gone, her whole planet disappeared."

"Doctor, who was she?" She squeezed his shoulder in comfort, hoping her best friend would continue.

"Scarlett." He whispered it, the first time he had said it in so long. He stared out in front of him, almost as if he didn't see the TARDIS column right in front of him. "Her name is Scarlett. She was a Queen, well, THE Queen, Queen of the Teni—" His mouth turned up into a smile as he started remembering the woman. "—the whole planet and she led them marvelously. Oh, Donna, you would have loved her." He paused. "It's why she couldn't keep traveling, she had to stay with her people, lead them."

"There's something you aren't telling me, Doctor. What is it?" Besides the obvious, that you felt something for her, Donna thought after asking her question.

The Doctor opened his mouth to speak again, but before a sound could come out of his mouth, a phone began ringing on the console.

The Doctor leapt up and crossed the few feet to the console, shouting as he went, "Phone!"

At the same time, Donna jumped up and spoke, "Doctor, phone!"

The Doctor grabbed the device and answered it, "Martha, is that you?" He paused, hearing a noise on the other end. "It's a signal!" He pulled out his stethoscope.

"Can we follow it?"

As he put the earpieces in. "Oh, just watch me…" he placed the stethoscope on the phone and listened for a moment. "Got it! Locking on!" The whole ship began shaking and a fire popped up under the grating. He yelled over the rumbling and wheezing, "We're traveling through time! One second in the future! The phone call's pulling us through!" They held onto each other and the console. "Three! Two! One!" he shouted, then they both screamed together as the shaking got much worse.

On the monitor, the planets began appearing, and at the same time, the TARDIS stopped shaking. "Twenty-seven planets. And there's the Earth. But why couldn't we see them?"

The Doctor was excited. "The entire Medusa Cascade has been put a second out of sync with the rest of the universe. Perfect hiding place. Tiny little pocket of time. But we found them!"

Feeling a great sense of relief at seeing Earth at the forefront of the screen, Donna turned her attention to her friend's other concern. "Doctor, what about Teni? Where is it?"

The Doctor looked frantically at the screen. "Yes…YES! There it is!" He pointed to the screen. "Donna we've got to find her—whatever is going on, she can help us—"

"And Earth?" Donna knew she didn't have to remind her friend about her home planet, it meant almost as much to him as it did to her. He had been protecting it for hundreds of years. But she still felt the need to ask.

"Yes, Donna." He placed his hands on her shoulders as he explained, "Whatever caused this, Donna—I'm telling you, she can—she will help us. She's as brilliant as you are and trained for just about anything we could come up against. Her planet is depending on us too." He paused, being sure he had her gaze. "Do you trust me, Donna? Let's save them all, all of them, Donna. Humans, Teni, all of them!"

Donna grinned, remembering a time when she begged him to just save one person. "Alright Doctor, I trust you." She nodded eagerly.

At her confirmation, the Doctor quickly leapt into action and changed the course of the TARDIS, bringing it into orbit around Teni, then flipping one more switch on the console before speaking. "Teni High Command, this is the Doctor. I repeat, this is the Doctor." He grinned as he continued, "Would Queen Scarlett be available for a quick chat, by any chance?"

The room filled up with the sound of static, then a voice. "Doctor, did you say? This is Teni High Command, we read you, Doctor! Hold on, Doctor, we're patching you through on both audio and video channels!"

The Doctor jumped over to the monitor, with Donna standing closely by his side, peering over his shoulder. There was static, the sound and visually, then a picture broke through and a voice came through the TARDIS. Before them, on the monitor, was a woman with short cut brown hair and pale blue-green colored eyes.

She gasped. "Doctor, it's you!"

A huge grin came across the Doctor's face. "Scarlett! It's me! Not much time to talk, what has happened?"

"It's the Dalek's, Doctor!" she shouted over alarms blaring behind her. "They're trying to take the planet. We're in battle on land and the sky. You've got to help us, Doctor!"

"Daleks! I knew it! Scarlett, I need you here on the TARDIS if we're going to defeat them!"

Scarlett considered for a split second before nodding and tapping a few buttons off screen, "One moment, Doctor, patching in Teni High Command." The screen split, and the face of a man appeared next to Scarlett's. "Teni High Command, this is Queen Scarlett, I am activating protocol T-Blue-Ten. I repeat, I am activating protocol T-Blue-Ten. Prime Minister, per protocol, hold the planet till I return. You should know when we have success."

The man nodded and spoke, "This is Prime Minister Balen, confirming activation of protocol T-Blue-Ten. Good luck, Scarlett."

The Doctor was impressed. He didn't know how long it had been for Scarlett since they had been pulled out of time, but she had formed at least this one protocol that somehow related to the Doctor.

"Doctor, you know how to find me." Scarlett tapped buttons off screen and the man's face disappeared again, they then saw her stand up and back up from the monitor. "I'm ready when you are."

The Doctor quickly ran around the console, hitting, flipping, tapping, and banging various controls before he pulled the main lever. Suddenly the TARDIS materialized around the figure of Scarlett. Donna watched the woman appear fully, then glanced at the Doctor, watching to see what was about to take place.

"Doctor!" Scarlett clapped her hands together in glee. Donna looked over her outfit, she couldn't help but be curious about what the Queen of this planet would wear. The nearest thing she could compare it to in her mind was something like the Jedi outfit she had seen in those science fiction movies her granddad got her to watch with him. The top looked almost like one continuous piece of cloth wrapped around her. The pants were simple enough. The whole outfit, including the robe she wore, were various dark shades of purple, the robe a bit darker than the pants, which were a bit darker than the top.

The Doctor shouted as he ran from around the console towards her, "Scarlett!" He met her and embraced her, lifting her up in a hug. He put her back down and stepped back a moment, Donna noticed the concern that crossed his face momentarily. "How long has it been for you?"

"Less than three months, Doctor." She looked confused. "Why? How long has it been for you?"

He gulped. "It's been almost three years since I left."

Scarlett saw the sadness in his eyes. "Oh, Doctor—" She started to speak and reached out a hand to touch his arm.

Donna didn't want to intrude on their moment, but also didn't want to embarrass them by being present for whatever this reunion held. She cleared her throat and spoke quietly, "Doctor—"

"Oh! Donna! I'm so sorry, Donna Noble, may I introduce you to Scarlett," He turned towards Donna and waved his hand regally towards Scarlett as he continued, "Queen of the Teni."

Donna smiled awkwardly. "I haven't even met the Queen of my own country, much less a planet. Well," she paused and tilted her head to the side, "No, wait, I did meet the Queen of the Racnoss, didn't I Doctor?" She shuddered. "But she was evil, and you're not. Anyway, I'm not quite sure how to greet a proper Queen."

Scarlett chuckled and held her arms out as an open, welcoming gesture. "How about a hug, a handshake? Nothing fancy?"

Donna gave a genuine smile towards Scarlett, then turned to the Doctor, "You're right Doctor, I like her already!" She turned back and held her hand out to Scarlett, who took it in a firm handshake, then pulled her in for a quick hug. When they pulled back, Donna couldn't help but give a slight bow. "It's a pleasure to meet you, Queen Scarlett."

"Oh, please, please, just Scarlett, okay? Any friend of the Doctor's is a friend of mine." She smiled towards the Doctor. "Right—" she clapped her hands together and approached the console where the Doctor was leaning, observing their interactions. "Now, let's get to business, shall we Doctor?

The Doctor had been distracted, watching the interaction between his best friend and his—No, no, best not to think about that right now. He wasn't sure how he could possibly finish that sentence. He hopped into action, hoping neither of the ladies had noticed the blush he felt rising in his cheeks. "Of course, yes!" He ran back to the screen. "See, Donna, just a matter of moments and we're back on track, but this time we have a secret weapon!" He said as he looked back up at Scarlett with a wide grin. Now, let's figure out what—" He was interrupted by static and a squealing noise interrupting the feed currently displayed on the screen of the planets. "Ooo, ooo, ooo, what's that? Hold on, hold on." He adjusted switches by the monitor." Some sort of Sub wave Network."

Donna was standing by the Doctor at this point, and together they watched as their image became a part of a split screen with 3 others. Scarlett came up behind them, just barely visible on the screen over the Doctor's other shoulder.

Jack Harkness was exasperated, "Where the hell have you been!?" He shouted, then they all began shouting at once.

Jack: "Doctor, it's the Daleks!"

Sarah Jane Smith: "It's the Daleks. They're taking people to their spaceship."

Martha: "It's the Dalek's! It's not just Dalek Caan!"

The Doctor smiled at the screen. "Sarah Jane. Who's that boy?" He pointed to Jack, "That must be Torchwood." He continued to grin, "Aren't they're brilliant? Look at you all, you clever people."

Donna smiled, "That's Martha! And who's he?" She pointed at the screen.

The Doctor practically rolled his eyes, "Captain Jack." He waggled his finger at her. "Don't, just don't."

"It's like an outer space Facebook," Donna remarked.

The Doctor glanced over the screen, looking somewhere between concerned and relieved. "Everyone except Rose."

Martha spoke up, pointing to Scarlett behind them, "Doctor, who is that?"

Before the Doctor could answer, the scanner went blank. "Oh."

Donna frowned. "We've lost them."

"No, no, no, no, no. There's another signal coming through. There's someone else out there. Hello? Can you hear me? Rose?" He frowned, then he froze as the next voice came through.

"Your voice is different, and yet its arrogance is unchanged." Then the horrid face of Davros came on the screen, making Donna physically back away. "Welcome to my new Empire Doctor. It is only fitting that you should bear witness to the resurrection and the triumph of Davros, lord and creator of the Dalek race."

The Doctor stared at the screen, frozen, unable to speak.

Scarlett spoke up first, "Doctor?"

Davros added, "Have you nothing to say?"

Now Donna came forward to him, resting her hand on his arm and squeezing it. She hadn't seen this kind of look on his face since Midnight. "Doctor, it's all right. We're, we're in the TARDIS. We're safe."

The Doctor finally found his voice, still staring into the monitor at Davros. "But you were destroyed. In the very first year of the Time War, at the Gates of Elysium. I saw your command ship fly into the jaws of the Nightmare Child. I tried to save you."

"But it took one stronger than you." Davros spoke and pointed off screen, "Dalek Caan himself."

Offscreen, Caan spoke up, "I flew into the wild and fire. I danced and died a thousand times."

Davros continued, "An Emergency Temporal Shift took him back into the Time War itself."

The Doctor's face turned into a scowl of anger, "But that's impossible. The entire War is time locked."

Davros smirked. "And yet he succeeded. Oh, it cost him his mind, but imagine. A single, simple Dalek succeeded where Emperors and Time Lords have failed. A testament, don't you think, to my remarkable creations?"

"And you made a new race of Daleks," the Doctor spit out, almost sick to his stomach.

"I gave myself to them, quite literally." He pulled open his shirt. "Each one grown from a cell of my own body. New Daleks. True Daleks. I have my children, Doctor. What do you have, now?"

Donna gasped, almost sick to her stomach at the site under Davros' tunic. The Doctor's entire body shook with emotion, "After all this time, everything we saw, everything we lost, I have only one thing to say to you. Bye!"