"It's a bit spooky, isn't it?" Fitz eyed the depilated street and vaguely Victorian-style houses dubiously. Most of them were boarded up, he noticed.

"Not at all!" The Doctor poked his head out of the TARDIS, grinning broadly. "I think it's rather atmospheric."

"'Course you would."

"Are you coming, Anji?"

"No." Anji's voice floated out from somewhere in the general direction of the kitchen. "I'm going to stay here and read a book and not go explore a planet that's the embodiment of Halloween. That's just asking for trouble."

"Suit yourself." The Doctor bounded out onto the cobbled street, practically jumping up and down with excitement. He looked at Fitz expectantly. "Well?"

"Anji might have a point, Doc." Fitz wasn't exactly thrilled at the prospect of venturing out into a dark, misty, and frankly rather creepy-looking city. "Maybe I'll just hang out here." The Doctor sighed and grabbed his hand, pulling him outside.

"It'll be perfectly fine, Fitz." The Doctor said as he locked the TARDIS. "You should know by now not to judge things on their appearances."

"Yeah, and you should know by know that something bad happens to us everywhere we go," Fitz grumbled. The Doctor stared at him with a wounded expression and he backtracked quickly. "Okay, okay. I guess it can't hurt to take a look around."

"Great!" The Doctor beamed before dashing off into the mist, dragging Fitz behind him. He moved pretty quickly for someone so short, and Fitz found himself struggling to keep up.

"So were are we this time?" Fitz watched what looked suspiciously like a humanoid bat go past. "Somehow I don't think we're on Earth, unless you landed us in the middle of a haunted house thing."

"I'm not sure," the Doctor admitted, gazing around in unabashed delight. They'd wandered into some sort of town square, packed to the brim with all sorts of unnatural looking beings. There were candles all over and it looked like a part was going on. "It's not Earth, though, I can tell you that much."

"Earth?" A hoarse voice croaked from behind them and Fitz jumped. "Of course this isn't Earth. What a namby pamby little planet." He turned around to look at the speaker and found himself having to crane his neck backwards. The being talking to them had to be at least eight feet tall. Despite the bright moonlight, he couldn't make out any features except for a rather alarming pair of glowing red eyes and what looked, disarmingly, like a cheap witches hat on its head.

"Ah, hello! Would you be so kind as to tell us the name of this planet, then?" The Doctor said cheerfully. Fitz just stared. The figure sniffed.
"Planet? No, we're in-" It rattled off a series of indecipherable, arcane sounding words. The Doctor glanced at Fitz and he shrugged, feeling as perplexed as his friend looked.

"Er, quite. Is there some sort of special event going on?" The Doctor gestured at the crowded square. The figure squinted down at them.

"Of course not." Fitz found himself wondering about what sort of place looked like this all the time. He turned to the Doctor, only to see the back of his velvet coat disappearing into the crowd.

"Hey! Doctor!" He made to run after him, but the figure clamped a heavy hand on his shoulder.

"Tell your friend not to eat or drink anything," it growled. "Our food isn't made for out-planers."

"Um. Thank you?" Fitz smiled nervously up at the figure, which nodded and then disappeared. He blinked and shook his head. "This place is bonkers," he muttered, scanning the crowd for the Doctor. Thankfully, the majority of the inhabitants of the square were of average height and he quickly spotted the Doctor by a statue of a wolfman.

"There you are," he complained after catching up with him. "Thanks for leaving me with the scary-looking shadow creature."

"Sorry," the Doctor said, a bit guiltily. "This stall caught my eye. Look!" He held up a necklace composed of what appeared to be tiny pumpkins strung together. Fitz stared.

"You ditched me for vegetables?"

"Actually, pumpkins and other members of the Cucurbita genus are fruit," the Doctor replied seriously.

"Right."

The Doctor rolled his eyes. "Lean down," he ordered. Fitz eyed the necklace suspiciously.

"No way you're putting that on me." The Doctor gave him that pleading look that Fitz knew he couldn't resist and he sighed. "All right," he muttered, bending down slightly. The Doctor perked up immediately.

"Good," he said, looping the necklace around Fitz's neck, cold fingers brushing against his skin and sending shivers through him. Fitz could've sworn the Doctor was letting his hands linger on purpose. "It looks nice."

"I'm sure," Fitz said dryly as he straightened up. "Did you really buy this just for me?"

"Yes," the Doctor said seriously. Fitz blinked, feeling himself blush. He'd been joking, mostly, because why would the Doctor bother getting stuff for him? He was saved from having to form a coherent response by the sudden arrival of the stall owner.

"The rest of your order, sir."

"Ah, thank you!" The Doctor took the bag and the stall owner drifted away. Literally.

"What else did you get?" Fitz peered over the Doctor's shoulder as he opened the bag and pulled out a foil-wrapped square.

"It's this plane's version of candy, apparently."

"Um." Fitz suddenly felt very nervous. "Doctor," he said cautiously, "that shadow person we were talking to earlier told me that we shouldn't eat or drink anything here."

"Oh." The Doctor paused and swallowed. "Too late," he mumbled sheepishly. Fitz stared at him incredulously. "Well, I didn't know!"

"Please tell me you're not going to die."

"I doubt it'll be that bad. With any luck nothing will-" He cut off with a squeak. There was a sudden flash of light and Fitz had to cover his eyes. The light died and he blinked, his vision slightly blurry.

The Doctor was gone.

Fitz looked around, panicking. This couldn't be happening. There was no way that he was losing the Doctor here. "Doctor?"

A meow answered him and he looked down. A small, bright-eyed cat blinked up on him, sitting on a very familiar green velvet jacket. "Oh no," Fitz groaned. He crouched down and tentatively reached for the cat. "Doctor?" He said weakly. The cat meowed again and rubbed its face against his hand.

"Oh my." The stall owner was leaning over the counter, looking down at them.

"Did you know this would happen?" Fitz demanded, feeling more than a bit upset. The stall owner shrugged.

"I suspected. Off-planers and our food don't mix very well."

"Then why'd you sell it to him?"

"I thought it would be a fun trick."

"You thought-"

"Calm down." The stall owner cut him off. "It'll wear off eventually. Within the day, even."

"Can't you just reverse it now?" Fitz asked desperately.

"Sorry. We don't work that way." The stall owner drifted away again and Fitz glared angrily.

"Thanks for that," he muttered bitterly, staring at the cat. "Ok. We've got to get back to the TARDIS." The cat's only reply was to lick his face.

"What the hell?" Anji exclaimed when Fitz burst into the TARDIS. "Why do you have a cat? Where's the Doctor?" She narrowed her eyes. "Oh no, don't tell me…"

"Yeah," Fitz gasped, still winded from his sprint back to the TARDIS.

"Are you kidding me?" She groaned, burying her face in her hands. "I leave you guys alone and you get the Doctor turned into a cat!"

"Hey, it's not my fault!" Fitz protested, setting the cat on the console room floor. "How was I supposed to stop this?"

"Please tell me it's not permanent." Anji knelt down and regarded the Doctor's new form morosely.

"The ghost shopkeeper said it wasn't."

"The what? Never mind. I don't want to know." Anji looked up suddenly. "Can he understand us?"

"I'm not sure," Fitz admitted, crouching down besides Anji. "Ok, Doctor," he told the cat seriously. "If you can understand me, meow once." The cat remained silent and he looked at Anji. "Guess not."

"Great." She sighed. The cat rubbed against her leg and she smiled slightly. "You have to admit, he makes a pretty cute cat."

"Yeah."

"Ok." Anji stood up. "I'm taking a bath. He's your responsibility, so make sure you don't lose him."

"Anji, you can't just leave me alone like this!" Fitz complained.

"Watch me." She turned to leave. "I trust you to handle the situation, and I'm sure the Doctor would too."

"I'm flattered," Fitz mumbled as he watched Anji walk away. He looked at the Doctor, who was currently washing his face. He put his paw down and looked back at him, part of his cat tongue still poking out. God, that was cute. The cat sneezed suddenly, a tiny sound that also managed to be adorable.
"This is going to be the death of me," Fitz sighed. The cat meowed and resumed washing his face.

"Ok." Fitz put the cat down on his bed. "We'll just stay in here until the spell or whatever wears off. That way I won't lose you." He had the sudden, horrible mental image of the Doctor getting hopelessly lost in the TARDIS, or worse, stuck somewhere he wouldn't be able to fit once he returned to normal.

He flopped down on the bed besides the Doctor, suddenly exhausted. It had been late at night when they'd first left the TARDIS and now he just wanted to sleep. He eyed the Doctor, who was staring at him with bright green eyes that glowed in the dim light of the room. "Uh. Can you, um…" The cat kept staring at him. Ok, this was ridiculous. There was no way he was going to get embarrassed about undressing in front of a cat, even if it was the Doctor. That didn't really count, right? The Doctor had the mind of a cat at the moment…unless, for some reason, he was just pretending and was, in fact, fully aware of what was going on.

"I'm going crazy," Fitz groaned. The cat meowed as if in agreement. Fitz picked him up and put him on the floor, dropping the necklace next to him in a sudden flash of insight. The cat attacked it immediately and he quickly stripped out of his shirt and pants before crawling under the bed covers and burying his face in the pillow.

A meow sounded in his ear, followed up by a rough cat tongue. Fitz started and pushed him away. "Doctor, stop, that tickles." The cat came back immediately and started nosing at his face, whiskers brushing against his skin. Fitz had to stifle a laugh. "I'm serious, cut it out. Oof!" The Doctor had jumped on his stomach and was now kneading at his chest. "Ok, ok. Just no more licking."

The cat curled up into a ball, purring loudly. Fitz gently pulled the blanket over the both of them, careful not to disturb him. This whole scenario was really, really weird, but not entirely unpleasant. "G'night then, I guess."

Fitz woke up to find something heavy lying on him. He blinked groggily, trying to shift the weight off his chest. A familiar, curly-haired head came into view and Fitz breathed a sigh of relief. Sometime during the night the Doctor must've turned back into normal. Then he froze because oh God the Doctor was lying on top of him. Without clothes.

Hell. He'd totally forgotten about that possibility. Fitz wondered if there was any possible way for this situation to end non-awkwardly. Maybe if he just stayed really still and pretended to be asleep the Doctor would wake up and leave and they wouldn't have to talk to each other.

"Fitz?" The Doctor stirred, blinking at him quizzically. Crap. "What's going on?"

"U-um." Fitz swallowed. "Do you remember what happened last night?"

"No. Wait. Yes! I was transmogrified into a cat." The Doctor looked at Fitz, his brow furrowed. "I don't think that's ever happened to me before."

"I'll bet." Fitz was trying to ignore the fact that the Doctor was still lying on top of him.

"You said I was cute," the Doctor said suddenly, grinning at him.

"I was- I was talking about your cat form!" Fitz stammered, blushing furiously. "Anji said it too! And anyways, you…you let me think you couldn't understand us!"

"A cat never lets in on its secrets," the Doctor said smugly, and Fitz could swear he was purring.

"Yeah, yeah, whatever," he muttered. "Um, d'you think you can get off me now?"

"Oh." The Doctor looked down as if he'd only just realized he'd been using his companion as a pillow. "Sorry. By the way, where are my clothes?"

"In the console room."

"I see." He made to get up and Fitz averted his eyes, feeling his face turn even hotter.

"Take- take the blanket." He threw it at the Doctor, who wrapped it around himself.

"Thank you."

"Yeah. Hey, Doctor?"

"Yes?" The Doctor paused, settling back down on the bed.

"I never said earlier, but thanks for the pumpkin necklace. Even if you did shred it last night."

"Ah. Oops," the Doctor said guiltily. "But you're welcome."

"Also, can we not ever go to that place again? I don't think I could handle a repeat of this."

"Aw." The Doctor's face fell. "I liked it there. But all right. I'll try and avoid it."

"Great." Fitz sighed in relief. The Doctor smiled, then leaned down and kissed him on the cheek. Fitz blinked, embarrassed. "W-what was that for?"

"For being such a good cat sitter. Maybe I'll get to return the favor someday," he said mischievously.

"What?" Fitz sat up but the Doctor was already gone. He flopped back on the bed with a groan. "Cats," he muttered. "Time Lords are bloody cats."