"Right then, I've got a brilliant idea. What do you think of jelly?" asked The Doctor, looking over at McKenzie from across the console.

"I'm sorry?" McKenzie replied.

"You know, jelly as in: and ice cream?" The Doctor grinned.

"I don't really like it... why?"

"Oh come on, you don't like it? How can you not like it?"

"I dunno, I just never really cared for it. Too... squiggly..." she wiggled her fingers and shuddered.

"Well, that's my plan down the drain..." he sighed.

"What do you mean?"

"No, no... it's fine." he shrugged.

"Oh no, come on, tell me!" she folded her arms, "Lest I suffer the wrath of the oncoming sulk." she muttered under her breath.

"I'm sorry what did you just call me?" he raised his eyebrow at her.

"Nothing– Jelly, what were you saying?" she smiled innocently at him.

"Yes!" he perked up again, "A whole planet of this rubbery jelly like substance... it's like a giant bouncy castle!" he smiled excitedly.

"Well what are we waiting for?!" she ran around to face him across the console and returned his excitement.

The Doctor laughed and set to the console, she watched as he frantically flew his TARDIS through time and space.

The TARDIS landed and quietened down, The Doctor looked at the door and stopped for a moment.

"Something doesn't feel right..." he said.

"Doctor?" McKenzie asked.

"Come on!" he grabbed her hand and pulled her out of the TARDIS. They stepped out into a metallic room, shelves and boxes lined the walls, the lights hummed and something was making a very consistent clicking noise.

"You've really got a thing about cupboards haven't you?" asked McKenzie.

"I don't try to..." he looked around the room then back to the TARDIS, "Where have you taken me this time?"

"Doctor, can you hear that?" asked McKenzie.

"Not right now I'm trying to think..." he mumbled to himself, "Florescent lighting, metal walls, engine noise..."

"Doctor–" she nagged him as she looked through the shelves.

"McKenzie, I'm trying to work out where we are." The Doctor snapped.

McKenzie sighed, "Alright fine, I'm going to say around the fifty-third century... Space centre somewhere around–"

"Wait a minute..." he covered McKenzie's mouth with his hand.

She looked down at his hand then back up at him, raising her eyebrow looking very unimpressed.

The Doctor's eyes flicked around the room, "Can you hear that?"

She pulled his hand away, "That's what I've been trying to tell you–!"

A shelf collapsed next to them making them both jump and step backwards. They looked down at where it fell and small metallic spider crawled out from under the mess.

"What is that...?" asked McKenzie.

"It looks like what knocked the shelf down." they watched unblinkingly as it slowly devoured the edges of the metal shelving unit.

Both of their eyes darted about the room, trying to determine if the situation was dangerous or not.

They stared back down at the spider.

"What's it doing?" McKenzie asked.

"It looks like it's eating the shelves..." The Doctor replied.

They both crouched down to get a better look at it.

"Now why would it do that..?" The Doctor asked as he and McKenzie gave each other an inquisitive look.

The spider spat out a few small pieces of metal. Then it started building another spider, tacking bits of the shelving unit and what used to be on the shelves together at an incredible speed.

"Oh... it's building another one?" asked McKenzie.

The Doctor took out his sonic screwdriver and pointed it at the spider, "Look at you... you're just brilliant aren't you!" he smiled excitedly.

The spider looked up at them and then snapped at his sonic.

"Whoa!" they said as The Doctor pulled his hand away, both of them leaning back from the spider.

The spider stopped what it was doing and emitted a high pitched sound.

"Aah, what is that!?" McKenzie flinched.

They stepped back towards the TARDIS and the sound stopped. They looked over to the vent, another spider crawled out and down the wall.

"Oh, it called a friend..." said The Doctor.

Another two spiders exited the vent.

"Or... friends..." he added.

"Doctor... I don't like where this is going..." said McKenzie, tugging him back to the TARDIS.

The TARDIS made a sickly sounding noise and started to dematerialise.

"No, no, no!" The Doctor shouted, they both turned to the TARDIS only to watch it vanish.

"Wait, what? Doctor the TARDIS...?" McKenzie asked, starting to back towards the door.

Their gaze snapped to vent as more spiders poured out.

"Yeah..." The Doctor awkwardly rubbed the back of his neck, "When the TARDIS feels she's under attack... she'll leave and find a safe location..."

They backed up as far as they could and hit the door.

"So, we're stuck here...?" McKenzie tried to push the door open.

"It would appear so..." he pointed his sonic at the door and it slowly began to unlock. The spiders advanced on them, making very unfriendly sounding clicking noises. A green light glowed around them and it flashed at McKenzie, making her jump.

"Doctor, what are they doing?" she asked.

"They appear to be scanning us..." he replied.

"Why?"

"Maybe they see us as a threat... or possibly a better source of parts than the shelves... neither is particularly preferable... You wouldn't happen to have any more surprises up your sleeves, would you?" he looked up at her expectantly as the door slowly unlocked.

"One or two..." she bit her lip, "The main one being I left them in the TARDIS…" she showed him her wrists, pointing out that she wasn't wearing her wristbands.

"Of course you did... Right when could use a big stick..."

"Well maybe I thought we weren't going to need one! What are we supposed to do?!"

"When I get the door open I suggest maybe a brisk jog or fast-paced walk in the general direction of any way but this way," the door began to open, "But the shorter option is always," he grabbed her hand, looked her in the eyes and grinned wildly, "Run!" he pulled her along through the door after it opened slightly.

The metal spiders came pouring out of the room and chased after them.

"Where are we running too?" McKenzie shouted, desperately trying to keep up with him and not let go of his hand.

"Anywhere but here!" The Doctor replied, a huge grin on his face.

"Oh you're loving this aren't you!" McKenzie couldn't help but laugh along with him.

They ran along a corridor and came to another door, The Doctor frantically held his sonic to the key pad.

"Uh, Doctor!" McKenzie said, pushing his hand away.

"What are you doing–?"

"Doctor, that's an airlock! We can't get out that way!" she looked out through the window into a small room with a door leading out into space.

"Ah, right..."

They backed up against the door.

"What do we do now?" asked McKenzie, not taking her eyes of the spiders.

The spiders headed towards them making more parts for themselves as they tore apart the corridor. The Doctor pointed his sonic screwdriver at them and their speed increased, a few more spiders activated and headed towards them.

"Aah!" The Doctor jumped, covering himself with his arms.

"Do not do that again! And put that away, they seem to react to the technology... if they get hold of it and make parts out of it who knows what they would become!"

"You're right..." he rummaged around in his pockets and pulled out a jelly baby, he threw it at them, "Take that!" he shouted.

The spiders ate the jelly baby and made a few parts out of it, a single spider sprung to life with one jelly leg, it wobbled around as the horde advanced on them. The Doctor quietly laughed to himself.

"Really? At a time like this, you've only made them more mad at us!" McKenzie tried to shout at him but was holding back laughter.

"Yeah but look at it," he pointed to the one spider that was wobbling around, "I gave it a jelly leg."

They laughed together and he took her hand again, squeezing it tightly. The spiders crawled up the walls and along the ceiling, converging on them.

"What do we do now?" McKenzie asked.

"Hold on tight–" The Doctor said, pulling her close to him as they were teleported away.