Disclaimer - I don't own Doctor Who.

A/N - This is the second in a new series where the Doctor - either in the 9th or 10th incarnations takes the time to think. It started with 'After the Cybermen' so please read it. I've posted this on my birthday, just to give something to you.

After the Racnoss.

The TARDIS was silent, a bit strange after having Donna Noble inside, but now the adventure was over the Doctor found himself missing the ginger with the attitude problem. It had been….refreshing having someone inside the TARDIS who didn't automatically trust him, throwing accusations at him for kidnapping her just as she was getting married, but the timing could've been a little better after what had happened at Torchwood. The Doctor grimaced at the thought of the clandestine organisation Queen Victoria had set up, feeling nothing but disgust for the monarch but truthfully he wasn't surprised by her reaction to him and the werewolf during that mess in Scotland.

He had met his own fair share of kings and queens who hadn't deserved their titles, but somehow he couldn't blame Victoria founding an organisation like Torchwood after seeing the werewolf and hearing of its plans to create a mighty empire after biting her to ensure it founded its power base into an already existing position of power, and the Doctor wondered to himself if when he'd described the change the so called Empire of the Wolf would've wrought if Victoria had imagined it, but then Victoria was confronted with so many things during that night that went against everything she believed in and went against her religious beliefs; the werewolf was only one facet that made her terrified, he terrified her himself though it was unintentional. But he could blame her for sowing the seeds to make it really corrupt and amoral. When the Doctor had first encountered Torchwood, he had found an organisation of arrogant, amoral people. The nonchalant way they'd shot down that sun glider and ripped its technology out, and the uncaring way they'd claimed responsibility for destroying the Sycorax ship without really thinking of the long term consequences sickened him. The Doctor couldn't blame Yvonne Hartman and her Torchwood for not understanding the dangers of ripping open the breach leading into the Void, but he could blame her for not paying any attention to those 'ghosts' until the Cybermen revealed themselves, and took over the tower Torchwood used as their base.

Stupid woman, the Doctor thought, barely sparing any thought at all at her passing. Yvonne Hartman was one person the Doctor wasn't going to express any feelings over losing, she might have justified the crimes she and her bunch of so called scientists and soldiers did for the good of the country but he didn't care. What she had done to some of the aliens who crossed her he didn't want to think of their feelings before they died, dissected for Gallifrey knew what reasons. He knew she had somehow mentally survived her conversion into a Cyberman, something he considered justice even if he was being harsh, but truthfully Yvonne Hartman was not worth his compassion after seeing and hearing about that policy Torchwood had. "If it's alien, it's ours," what an amazing basic philosophy to have. Didn't it occur to them that they were playing with fire? No, they'd needed to encounter both the Cybermen and the Daleks before their perfect little world of acquiring alien technology had collapsed around them.

The Daleks. The Doctor guessed he shouldn't have been surprised by their building that Void Ship since they were more than capable of doing it since they had reached the level of technological sophistication needed to understand the physics of the theory but it was so surprising they had even discovered it at all, and he guessed they had gotten hold the knowledge from the Time Lords. That made sense, but then they could have discovered the theory from others or learnt about the void from other races. The Time Lords weren't the only time active race out there that knew about that kind of knowledge, but they could have found out for themselves. It was a neat place to hide though; if you wanted to escape a Time War and prevent yourself from being wiped out, then hiding in the dead space of the universe was the perfect place to hide until you came out. But he hadn't expected the Cult of Skaro. He'd only heard about them in legends though he wasn't sure back then if they existed though he knew when it came to the trigger happy tanks the Kaled race had become anything was possible. A group of Daleks, a clandestine order in a race of beings who had practically forgotten emotion except for hatred, and told to imagine and devise ways of killing that the Daleks couldn't do otherwise. He hadn't expected the prison ship which the Daleks poetically called the Genesis Ark; he never knew the Daleks had such a sense of irony, but he had to hand it to them this time for naming a piece of Time Lord technology that had probably been intended to be disguised as a TARDIS, and attract the trigger happy attention from the other Daleks waiting in the vortex for unsuspecting TARDISes and would then unsuspectingly blast the ark into a thousand little pieces, never knowing they'd even killed some of their own kind. The Doctor wondered whose bright idea that was, but found he didn't care, and besides it didn't matter now the war was over, though he was certain some of the Daleks - whether it was the Cult themselves or some of the Daleks let out of the prison ship - might have escaped from his little trick of sucking up all the Cybermen and the Daleks into the void like a giant vacuum cleaner. His last incarnation might have wanted a more permanent and more bloodthirsty solution; like all his other selves, his past self was always desperate for a clean and peaceful solution to the problem, but when it came to the Daleks all incarnations of the Doctor were prepared for it to be filled with nothing but bloodshed, but being sucked into the void was the easy solution to both problems. It had been the only way to close the breach and deal with the two warring species, and save the unfortunate human race whose only crime was getting into a mess which was way out of their league.

But the Cybermen….. He wondered if the Void ship had been responsible for the crack in time that had led out into other universes, and he felt it made sense. He remembered being inside the parallel Torchwood, and saw an identical set of those particle engines the institute used from his universe to open the breach. He had felt physically sick at the sight of engines - it was bad enough it was being done in his home reality, but seeing it in the parallel Torchwood had nearly made him vomit because he couldn't do anything about it, and he wondered how the Void ship had managed to so successfully buckle the surface of not one but two realities. The good news was Pete Tyler no longer needed to worry about it anymore. The Doctor closed his eyes in exhaustion at the thought of parallel universes, and he was kicking himself now. He'd thought he'd sealed the cracks in the Time Vortex and repaired as much damage as he could after returning to his universe with Rose after dealing with that parallel version of the Cybermen, but he imagined the Void Ship the Daleks had used to survive in and sit out the end of the Time War had fractured the universe in more than just the vortex, that was how he'd missed it. The Time Lords would've detected such a breach and would've had the facilities to mitigate the damage, but with them gone and his own lack of resources he didn't kick himself.

Rose was gone. He still couldn't believe that the human girl he'd met all that time ago when he'd faced the Nestene Consciousness was gone. He'd miss her, like he missed all of his former companions from Ben, Polly, Peri, Sarah Jane, Ian and Barbara to Turlough, Ace and Charley. But despite what her opinion was of being the companion he'd had after the war, the one to have been there for him and made him feel alive, he knew he'd have eventually moved on from the loss of Gallifrey and the Time Lords without her in time. It would simply have taken a while that's all, but like every bad thing there was a good side to Rose being gone. She wouldn't constantly be there, self assured to the point of smug arrogance, acting like he couldn't live without her; that annoyed him. He had lived for nine, no, he corrected himself, 10 lifetimes if he counted his war time incarnation, and he had experienced so much before he'd met her so he felt sure he could look after himself. He wasn't a little kid that needed someone to hold his hand. He was glad she was still alive, even if the record in her original universe said she was dead, in the same parallel universe with that version of her father, and she had her own Jackie, so she should be happy now she had that almost fairy tale ending where she had her dad and her mum around her. But what bothered the Time Lord was Rose's last words to him.

"I love you."

Remembering how she'd said those three words had filled him with dread, but truly the Doctor was unsurprised; ever since Jackie had warned him about Rose's habit of 'falling in love' with men who had something her past boyfriend didn't have, he'd waited for the girl to make the move only for him to be relieved she didn't try to kiss him. Rose wasn't his type and besides the Doctor found her too shallow and self absorbed to make any kind of relationship work. But if she did think that whatever made her in her mind say she loved him, would she try to get back to him? He remembered her attitude on that beach in Norway after he'd spent a year finding that gap in reality that was closing.

Rose had asked, "Can't you come through properly?"

"The whole thing would fracture. Two universes would collapse," he'd answered.

Rose's reply was an uncaring, somewhat childish "So?"

Was she really that careless? Did she forget the way he'd left her on Earth with Jackie to repair the damage to the Vortex after returning from Pete's world?

The Doctor was worried about her future as well. Rose in Torchwood; she had the expertise with aliens, but she didn't have the long term knowledge people like Sarah Jane or Nyssa had, but she wasn't completely useless, but he did worry after seeing for himself how complacent Torchwood was in his universe.

Maybe Rose would do some good for that Torchwood, but the Doctor was more sure, if the way it seemed when he'd said goodbye to Rose was any indication, that she would spend all her time trying to get back to him. He hoped Rose would find somebody there, somebody she could finally settle down with and get married, but try as he might he couldn't make the optimistic hope stick. She wasn't that type of person. What he was really dreading was if, if, he saw Rose again she would be another Yvonne Hartman and making monumental mistakes which would cost lives, and wouldn't realise it until it was being rubbed in her face.

The Doctor sighed as he leaned back into his pilot's seat, and decided to focus instead on recent events since thinking about Rose's future as Yvonne bloody Hartman was depressing. The mystery of how Donna Noble got into the TARDIS was something he hadn't expected, but the Doctor hadn't really been interested at first. While he didn't love Rose, he was just so tired and wanted a chance to rest and sort himself out. His plan was straight forward - take Donna back to her wedding; the way she'd shouted and thrown all those insignificant threats about him and her soon to be husband suing him, and the way she'd thrown her weight around like an angry bull elephant had made him more determined to get her away from him, and leave to spend time alone so he had made sure he got her home. Unfortunately with the Huon particles inside Donna, the TARDIS had been disorientated, but he hadn't realised the human even had the dangerous particles inside her until much later. It hadn't occurred to him to check the woman for them, either. Huon particles should have been extinct. The Time Lords had unravelled every particle in existence, or so he'd thought.

It was just another example of how insane the universe had become since the end of the Time War and the fall of the Time Lords; home truths that he had grown up with were no longer true, and it seemed to every single thing the Time Lords had done and buried under the metaphorical concrete was springing up again. First, the Huon particles had made a comeback, courtesy of Torchwood, though whether the idiots who'd worked on it using the river water of the Thames had known what they were doing was the question. The Doctor doubted it; from what he'd seen so far, Torchwood lacked the intelligence to really stop to think if they should do something before they did something.

Second, there was a Racnoss nest in the centre of the Earth. And he had thought the Jagoroth landing a ship on the planet and being responsible for the birth of all life on the planet was worrying.

The Doctor wondered just what would be the next home truth that he knew about to be unravelled as easily as he'd unravelled the threads of his fourth incarnation's scarf during the first hour of his fifth incarnation, and decided he didn't want to know though another wouldn't make any difference. But meeting a Racnoss and having to deal with a nest of hungry Racnoss wasn't what the Doctor had expected to find when he'd taken Donna home.

He had stayed as far from the wedding reception guests as he could. He was a stranger to them, and he didn't want to know them in the first place, plus he was not in the mood for domestic squabbling that seemed to be the highlight of human relationships, and partially so then he could be alone so he could work out why Donna was so important enough to warrant being kidnapped by the same robot scavengers that had tried to snatch him after his last regeneration. He had checked her thoroughly with scans from the sonic screwdriver and the TARDIS's bio scanner, and there was nothing in her DNA that would appeal to even the most greedy alien corporation out there. But it wasn't until he'd checked camera footage taken from the wedding that he realised what he was dealing with.

Why did Torchwood have to poke their noses into things that were beyond them? Why?! The void was bad enough, but what had made them so interested in Huon particles? But after seeing the body of H.C Clements webbed up in the laboratory and the Empress nearby, he felt he had his answer. Had the Empress of the Racnoss manipulated them from behind the scenes after the massacre in Torchwood tower and taught them how to manufacture Huon particles in bulk? And he had thought Torchwood shot down, dissected, and imprisoned innocent aliens who were merely passing through, but clearly they weren't up to the job of keeping the 'British Empire' safe like Queen Victoria had hoped if they were so easy to manipulate, but he would never know for sure what happened, but as long as nothing lasting happened he didn't care. The manipulations would make sense and would explain the near perfect way they'd manufactured the particles from scratch though since they didn't know anything about the true nature of the particles he felt they had done a good job, and she had manipulated and lied to Lance to get him to subtly dose Donna with the particles over a long period, so why shouldn't she have manipulated Torchwood as well to do the dirty work of manufacturing them? Huon energy systems had so many advantages over ordinary power sources like nuclear energy, but it had limits. It's need to be catalysed inside a living receptacle didn't help, and the amount of energy needed to reactivate the Racnoss web in the centre of the Earth was more than the Empress' web had to spare, and she was desperate to resurrect her race.

But what sickened him was that the Racnoss had manipulated Lance into dosing an innocent woman, and listening to his hateful diatribe about a woman who acted brash but had a big heart and clearly had issues and covered them up with bluster had only cemented it in his mind that Donna didn't deserve any of this. The Doctor was almost glad that Lance was dead, but what was truly poetic justice to him was that the human who had thought himself so clever, so valuable to the Empress, was himself used as a pawn, a key. Just like Donna had been used. Lance was kidding himself if he thought the Empress would've let him come with her; Racnoss were omnivores who devoured planets. Lance would more likely be another victim of the Empress's hunger. But even the Doctor drew the line over the way he'd died - the Doctor like all young Time Lords at the academy were shown pictures and clips of how the Racnoss consumed their food, and it was sickening. The Time Lords had done it like they had done showing how the Great Vampires had consumed the energy of planets to remind their young students of the seriousness of the actions of the Time Lords of the day.

But the only highlight of the whole adventure in his mind would be going back in time to witness the creation of the Earth. He supposed it was poetic, since he had popped in and out of Earth's history for virtually the whole of his travelling life, but he had never slipped back to see the planet being formed from nothing more than tonnes and tonnes of rock and dust. It had been like being present at the birth of a baby who'd go on to write plays and books that would become widely read in thousands of years time. Well, since he had been there at the births of many of the great authors and poets, the Doctor felt the birth of the planet which was his number one favourite world in the universe was better.

Yet even that had been tainted by the knowledge the Racnoss had had a hand to play in the birth of the Earth. There was nothing he could do about it, it had become a part of the Web of Time, and because Earth would go on to play a major role in the shaping of the universe the Time Lords hadn't done anything to the Web. That explained in his mind why his people hadn't done anything, but still what could they have done?

If they had somehow prevented the Web Star from wandering into that solar system then Earth wouldn't have been born on that specific day. If there was one thing his people had been truly good at doing, it was being aware of the consequences if something that was meant to happen, didn't happen. Besides it was a fixed point in time, so the Time Lords hadn't messed with it.

The Doctor remembered seeing the chunks and clouds of dust and rock swirl around the Racnoss web when it came into view, and his senses screamed fixed point, so all he could do was just watch with Donna until the TARDIS was yanked back to the 21st century when the Empress activated the particles Lance had been force fed. That was something, he supposed - the Racnoss had never been a lovable race, always devouring and destroying planets and races and leaving destruction behind in their wake, maybe it was poetic that they would finally bring some sort of good by being part of the creation of a planet and, for better or for worse depending on how you saw the human race, would shape universal history for billions of years to come.

Of all the things that had happened in that adventure it was how he'd dealt with the Racnoss that bothered him. Using the flying explosive baubles the Robot Santa's had used in their attack on the reception to break the barriers that let the Thames flood down the shaft leading to the centre of the Earth - his suspicions of how far the Racnoss' manipulations went were deepening, they didn't need to drill down unless they'd been forced - and then drown the Racnoss children was one of his hardest decisions. But it was the simplest solution to the problem, but now he was looking back on the whole mess he wished he'd had other options, but killing the Racnoss was the most logical step. With the Racnoss web that was free slaughtering humans for their meat to feed the hungry Racnoss, the Empress having Donna suspended in a nest of webbing overhead the shaft, the Doctor was pressed for options. When he'd revealed where he was from - why did humans automatically think aliens came only from Mars? - the Empress had reacted the way he'd expected, which was why he'd withheld it when the Empress had revealed herself. But surely the Racnoss had recognised the TARDIS, but clearly not.

The Doctor suspected Donna's refusal to travel with him was unsurprising. She had seen the way he had killed the Racnoss without giving them a chance, but she didn't understand the situation, and she might sing a different tune if she had seen the kind of carnage the Racnoss ship would have left on the surface.

Her advice to him was something that tugged at his soul. He did need someone, no matter how often he tried to deny it in his own mind, someone to stop him from falling off the deep end. He hadn't told Donna much about Rose, but he had let slip while he had enjoyed the other's company and he felt her loss keenly they weren't in a relationship.

The End.

Next time in the series - After the Titanic where Max Capricorn and the Master are both on the Doctor's mind.