No one had come to the port for so long. Ever since the old style Imaginary Field Drives were replaced by the newer TruWarp systems. However, he was here. Many had waited for this moment, through the long hours of silence and the old man was surprised when the sound of those ancient engines wheezed out on the docking platform. The old man walked forward, going out on the port. He picked at his jacket, which by now had long lost its sharpness to time and entropy, he pulled his cape around his shoulders; it had been a long time waiting for the visitor's arrival and the platform was cold. He adjusted the cap on his head, which was so worn and beaten that it had holes along the seams, and tufts of thin, white hair escaped their confines. Finally he braced himself, gripping his cane and locking his creaking knees into place. A wind stirred, washing across his face; his cloak fluttered. The air swirled around the landing pad. His face scrunched up as the sounds of the very fabric of reality being ripped apart screeched into his ears.

Slowly, at first, the shape formed on the landing pad. It was blue, the size of a cabinet, with a light flashing from its top. It wheezed into existence as if the very act of existing was a great effort upon the machinery driving it. Finally with a final push it solidified into existence exclaiming its triumph with the sound of a loud gong. The door creaked open and a young man swept out.

The old man surveyed his visitor and sniffed one of those sniffs that were meant to sound like he'd prevented a stream of mucous from dribbling from his nose, but actually signaled his final appraisal of the young man. The man was thin, but tall, almost lanky save his arms were a slight bit too muscular for truly lanky. His head was capped by self-tussled, full-bodied hair. He was wearing a brown duster over a brown pinstriped suit, and his feet squeaked as his tennis shoes scrapped the concrete. One word phrase word came to the toll keeper's mind, 'lemur'. The visitor's eyes fell upon the elderly man.

"Hello," the man said slightly surprised. His eyes measured the old man and he swallowed. "This, is impossible, well, nearly impossible, you're…"

"Yes, so you're the Doctor?" The old man said in a slightly dismissive tone; his hands tightened around the head of his cane. "I can't say I'm surprised at what I'm seeing, from what I've heard of you."

"You know who I am?" the Doctor replied, retracting his hand; his eyes flicked cautiously around as if expecting an ambush.

"Oh, we've been waiting…and I always know." said the elderly man quietly; he sniffed in an egotistical manner. He stopped and gripped his cane, bracing himself against some unseen injury. "You've been keeping me, how rude of you to keep me waiting." The Doctor still looked flabbergasted as the older gentleman preened his jacket a little, pulling his cloak closer to his thin frame. "I apologize for the lack of fanfare; I know you enjoy a little spectacle. I'm afraid things aren't like they use to be, not too many people come this way anymore." He stopped and turned, "This old place got forgotten I think…used to be a time when every great intergalactic adventurer and explorer, hero and criminal came through here…" The man sighed and continued on his way. "Now, I'm afraid we're an anecdote, a footnote in history. Hmm, yes, once in a while those roving adventurers make quick reference to us…in their memoirs, but we're mostly forgotten…"

"I think I'm a little lost…" the Doctor said, he hadn't taken a step to follow the older man.

"I daresay, not. You aren't lost, Doctor…rather the opposite I should say…hmm, yes…" The old man turned and gently clutched the lapels of his faded jacket. "It took us a very long time to find you…and get you here, it is a very difficult procedure and dangerous. We were concerned though, about you, you're time came and went and yet here you are, still here, such actions are irresponsible. Not that I can say I blame you, I fear the coming end as well…I can feel it coming lingering over my shoulder like an endless shadow, but there's no point in fighting it, history will play out, and there's no way to re-write it…not a single line."

Somewhere in the vast distance of the toll port something clattered striking against a hard surface four times, the sound cutting through the absolute silence of the port. The Doctor's eyes widened and turned. The older man sighed quietly. The Doctor reached for the key of his TARDIS. The white-haired man saw the strain in the Doctor as he struggled against antiquated mechanics and complete terror.

"It's hard, this part," The elder man said quietly. He winced softly, his blue eyes nearly watering as he braced himself up. He looked up at the Doctor. "The knowing, the waiting, the dread; will it be quick and painless or will you linger? And then you start getting older, and everyone leaves you, in the end everyone leaves you; friends, family and you're alone. You find new friends but it is never quite the same is it? And then you grow tired, and frail…and this old body just can't sustain itself like it used to," The old man lifted his hand and shook his head, "Look at my skin…it's grown so thin…so frail, I'm constantly piercing it on the most silly things."

The Doctor's frenzied working of the lock stopped and he turned quietly. His eyes still wide, but the fear was receding followed quickly by revelation and awe. The old man smiled quietly.

"You're going to…" The Doctor started, turning from his TARDIS and towards the old man.

"I'm here to reassure you, to help you accept what will happen, what has happened…I sympathize with your position. I thought this was a good setting, there's a toll to be paid, for the lives we lead." the old man said quietly. He stood up straighter and gently straightened his cap before pulling his lapels in a decidedly authoritative manner. "It's time, sir, for you to pay your toll. You've been putting it off, such irresponsibility…"

"I'm not ready." The Doctor said quickly, putting his hand against the TARDIS. "There's so much left to do, places to go, people to see…"

"The road goes beyond the toll booth." The old man said quietly. "Everyone dreads the toll, but people still want to use the road…"

"But this one's too much…it's too high a price…" The Doctor said, he took a deep breath. "I won't pay it…you can't make me! My journeys can't end now!"

The old man walked forward; he walked assuredly towards the Doctor and placed his hand on the younger man's shoulder. The Doctor looked down at the hand to the large ring the adorned one of the fingers. The Doctor looked back to the man.

"The road doesn't end at the toll booth, Doctor." The old man said. "You know that, I know that. Yes, it's the end of one part of the journey, but the next one comes along."

"I could run." The Doctor said. "I could run and never go."

"You won't." The toll keeper said quietly. "We both know that…in the end we all end up doing what we're supposed to, whether we want to or not. History won't change; no matter how hard you try…you can't win this one, no one can."

"And then I become like you?" The Doctor replied, narrowing his eyes. "I'm supposed to just let myself be forgotten, faded memories, lost?"

"It is the way of things; the new overcoming the old." The old man's hand slid from the Doctor's shoulders. "Stars turn to dust, to become new stars and everyone forgets that the old star was there…but history never forgets…life springs from the dust of the old star's ashes…new things, novel things, adventures unimaginable…" The old man looked around him at the dusty, dark port. "The universe rushes ahead, and we're very lucky to get that fleeting period to run alongside it…"

The Doctor looked at the old toll keeper and smiled. "And did we ever run…"

"Straight to the end, Doctor." The old man said, sliding a watch out of his breast pocket and opening it to check the time. "It's time though, that we pass the baton…start the next section of the race."

"What do you think it'll be like…?" the Doctor asked the old man.

"I can't say; you're never sure what you're going to get. Or so I've been told." The old man replied, he clicked the watch closed and pocketed it. He looked up at the Doctor and smiled. "You had best get going…no point lingering here. You've got places to go, people to meet…a universe to run alongside. Best to leave the old memories in the past…you've paid your toll to this silly old man. Hmm, yes…I should think so."

The Doctor smiled at the old man and turned to the door of the TARDIS. He unlocked it easily and opened it widely and walked inside. The Doctor turned and looked at the old man, framed in the golden glow of the TARDIS interior. The old man curled his cloak around himself and turned walking out of the light and the Doctor closed the door, his cane clicking softly as he walked.

The old man watched as the TARDIS faded. He turned slowly and walked towards the edge of the port. He reached into his jacket pocket and pulled out a key. He opened a door to reveal a blue police box. He laid a withered old hand onto the door frame. He winced as a pain shot through his system.

He took a deep breath, stood up straight and opened the door. "I can't keep Antarctica waiting any longer…No…I only hope that Ben and Polly will understand…"

The door closed behind him as the police box faded away leaving the port to the darkness.