Amy was floating in space, with the Doctor holding on to her ankle from the open door of the Tardis as Stella was standing next to him bouncing on her toes. This was one of her favorite things to do from time to time. Strap on a harness, tie it down, and then float for hours just enjoying being out amongst the stars. The first time she had down the Doctor had nearly had a hearts attack, but soon saw merit in the idea and would join her for what she referred to as a space waltz.

"Isn't it amazing?!" Stella called out as she placed her round wire rose colored glasses on top of her head.

"Come on, Pond." The Doctor said as he pulls Amy back inside the Tardis. "Now do you believe me?"

"Okay, your box is a spaceship. It's really, really a spaceship. We are in space!" Amy said. "What are we breathing?"

"I've extended the air shell. We're fine." Stella assured her as they hovered above a city in space.

"Now that's interesting. Twenty ninth century. Solar flares roast the earth, and the entire human race packs its bags and moves out till the weather improves." The Doctor runs back to the console and the doors closed. "Whole nations."

"Doctor?" Amy called out.

"Migrating to the stars." The Doctor continued not hearing her.

"Doctor?" Stella said as she looked out the doors.

"Isn't that amazing?" The Doctor said.

"Doctor!" Amy and Stella shouted together.

"You shut Amy outside." Stella said gesturing to the doors.

"Well, come on. I've found us a spaceship." The Doctor said as he opened the doors, not seeming panicked by the near loss of Amy. "This is the United Kingdom of Britain and Northern Ireland. All of it, bolted together and floating in the sky. Starship UK. It's Britain, but metal. That's not just a ship, that's an idea. That's a whole country, living and laughing and shopping."

"Searching the stars for a new home." Stella commented.

"Can we go out and see?" Amy asked.

"Course we can. But first, there's a thing." The Doctor said.

"A thing?" Amy questioned.

"An important thing. In fact, Thing One. We are observers only. That's the one rule I've always stuck to in all my travels. I never get involved in the affairs of other peoples or planets." The Doctor said as he fiddled with the monitor. An image of Mandy waiting by the lifts is on the scanner. "Ooo, that's interesting."

"So we're like a wildlife documentary, yeah? Because if they see a wounded little cub or something, they can't just save it, they've got to keep filming and let it die." Amy said as Stella watched the Doctor leave the TARDIS with an amused smile shaking her head. "It's got to be hard. I don't think I could do that. Don't you find that hard, being all, like, detached and cold?"

"Amy, he left." Stella said pointing to the scanner with an amused smile. Amy sees the Doctor on the scanner, speaking to the weeping Mandy.

"Doctor?" Amy said. "Does he always run of like that?"

"Yep, now come on." Stella said as the Doctor gestured for them to join him.

Stella grabbed Amy's hand pulling her out of the Tardis and into the bustling market street, Amy had her mouth opened wide in amazement as the speakers made announcements over the comms.

"Welcome to London Market. You are being monitored."

"I'm in the future. Like hundreds of years in the future." Amy said smiling.

"Yep, pretty cool huh." Stella said bouncing on her feet a little.

"I've been dead for centuries." Amy said as the Doctor walked up to them.

"Oh, lovely. You're a cheery one." The Doctor said with a look. "Never mind dead, look at this place. Isn't it wrong?"

"What's wrong?" Amy asked.

"Come on, use your eyes. Notice everything. What's wrong with this picture?" The Doctor asked as Helen looked around.

"Is it the bicycles? Bit unusual on a spaceship, bicycles." Amy pointed out.

"Says the girl in the nightie." The Doctor commented.

"Oh my God, I'm in my nightie." Amy gasped as she pulled her robe around her.

"Now, come on, look around you. Actually look." The Doctor said getting them back on subject.

"London Market is a crime-free zone."

"Life on a giant starship. Back to basics. Bicycles, washing lines, wind-up street lamps. But look closer. Secrets and shadows, lives led in fear. Society bent out of shape, on the brink of collapse. A police state. Excuse me." He takes a pint glass of water from a table.

"What are you doing?" The man asked as the Doctor put it on the floor. He looks at it for a moment then returns it to the table.

"Sorry. Checking all the water in this area. There's an escaped fish." The Doctor said then turned back to Stella and Amy. "Where was I?"

"You said something was wrong." Stella replied as he walked back over to her taking her hand in his.

"Why did you just do that with the water?" Amy asked.

"Don't know. I think a lot. It's hard to keep track." The Doctor said swinging Stella's hand back and forth slightly. "Now, police state. Do you see it yet?"

"Where?" Amy asked.

"There." The Doctor said, pointing to the weeping Mandy, all alone.

"One little girl crying. So?" Amy asked.

"But she's crying silently." Stella pointed out. "Children cry because they want attention, because they're hurt or afraid. But when they cry silently, it's because they just can't stop."

"Correct Stella my love." The Doctor said patting her on top of the head. Stella shot him a look pushing his hand away, he was always doing that just to annoy her. "Any parent knows that."

"Are two parents?" Amy asked.

"Hundreds of parents walking past who spot her and not one of them is asking her what's wrong, which means they already know, and it's something they don't talk about." The Doctor said ignoring her question and taking Stella's hand in his, knowing the subject of children was a touchy one with her. "Secrets. They're not helping her, so it's something they're afraid of. Shadows, whatever they're afraid of, it's nowhere to be seen, which means it's everywhere. Police state."

"Where'd she go?" Amy asked looking around for the now missing girl.

"Deck two oh seven. Apple Sesame block, dwelling 54A. You're looking for Mandy Tanner. Oh, er, this fell out of her pocket when I accidentally bumped into her." The Doctor said holding out a small billfold. "Took me four goes."

"Ask her about those things." Stella said. "The smiling fellows in the booths, they're everywhere."

"But they're just things." Amy said as she took the wallet.

"They're clean. Everything else here is all battered and filthy. Look at this place. But no one's laid a finger on those booths. Not a footprint within two feet of them." The Doctor pointed out. "Look. Ask Mandy, why are people scared of the things in the booths?"

"No, hang on. What do I do? I don't know what I'm doing here and I'm not even dressed." Amy said.

"It's this or Leadworth. What do you think? Let's see. What will Amy Pond choose?" The Doctor said contemplatively then his face broke out in a grin. "Ha ha, gotcha. Meet us back here in half an hour."

"What are you going to do?" Amy asked.

"What we always do. Stay out of trouble." He said with a smile. Amy shot him a look of disbelief. "Badly."

"So is this how it works, Doctor? Stella? You never interfere in the affairs of other peoples or planets, unless there's children crying?" Amy called out after them.

"Yes." The Doctor and Stella replied as they ran off making their way down vast corridors in search of the problem they both knew was there.

"Right." The Doctor said coming to a ladder. "I'll go first."

"You just want to watch me climb down." Stella teased.

"I know." The Doctor replied cheekily before pecking her on the lips before climbing down the ladder followed by Stella until they reached the end, the Doctor wrapped his arms around her waist and lifting her off the last rung spinning her around before setting her on the ground pressing a kiss to the side of her neck.

"Did you enjoy the show?" Stella giggled.

"Very much." The Doctor said into her ear making her hum.

"We should get to work you know." Stella shot him a look over her shoulder.

"If we must." The Doctor gave her one last kiss before they separated to start their search, feeling the walls.

"This is really strange." Stella said running her hand over the walls then pressed her ear against it just to make sure.

"Can't be." The Doctor said as he scanned the wall with his screwdriver.

"But it is." Stella mumbled then noticed the glass of water on the floor. "Doctor."

Stella motioned to the glass of water kneeling down next to it while the Doctor lay down on his stomach starring at it.

"The impossible truth in a glass of water. Not many people see it. But you do, don't you, Doctor? Stella?" A woman in a mask and hooded cloak asked as she walked up to him

"You know us?" The Doctor asked standing up with Stella, the Doctor making sure to stand between the woman and Stella.

"Keep your voice down." She ordered them. "They're everywhere. Tell me what you see in the glass."

"Who says we see anything?" The Doctor questioned.

"Don't waste time. At the marketplace, you placed a glass of water on the floor, looked at it, then came straight here to the engine room. Why?" She demanded. The Doctor and Stella looked at each other before answering.

"No engine vibration on deck. Ship this size, engine this big, you'd feel it. The water would move." Stella answered.

"So, we thought we'd take a look. It doesn't make sense. These power couplings, they're not connected." The Doctor pointed out as he opened the metal boxes along the wall showing the un-connected links.

"Look. Look, they're dummies, see? And behind this wall, nothing. It's hollow." Stella said knocking on the walls gaining a hallow sound.

"If I didn't know better, I'd say there was…" The Doctor started.

"No engine at all." They all finished together.

"But it's working. This ship is travelling through space. We saw it." The Doctor said.

"The impossible truth. We're travelling among the stars in a spaceship that could never fly." She said, her eyes flitting between the time travelers.

"How?" The Doctor asked.

"I don't know. There's a darkness at the heart of this nation. It threatens every one of us. Help us, Doctor, Stella. You're our only hope." She said desperately.

"Apparently Star Wars is still popular in this timer period." Stella commented.

"Always loved a good classic." The woman said grinned as she took out a tracking device handing it to the Doctor. "Your friend is safe. This will take you to her. Now go, quickly!"

"Who are you? How do we find you again?" The Doctor asked as she began to walk away.

"I am Liz Ten, and I will find you." Liz replied before the lights flickered and a sound like thunder erupted around them, Liz disappearing from sight. Stella and the Doctor looked down at the device before following the devices directions until they found Mandy standing outside of a booth.

-0-

"This isn't a trick. This is for real. You've got to find the Doctor and get him back to the Tardis. Don't let him investigate. Stop him. Do whatever you have to, just please, please get the Doctor off this ship!" The Amy on the screen said as the door opens. Mandy is waiting outside, then the Doctor bounced in followed by Stella. "Listen to me. This isn't a trick. This is for real.

"Amy?" The Doctor said looking form the screen to her.

"You've got to find the Doctor." Amy turned off the message.

"What have you done? Are you ok?" Stella asked checking Amy over for any injuries, as the Doctor scanned a device in the ceiling. "Hold still."

"What are you doing?" Amy asked.

"Scanning." Stella placed her fingers on either side of Amy's head, but not touching as they glowed and Stella stared into Amy's eyes.

"Scanning for what?" Amy leaned back.

"Yeah, your basic memory wipe job." Stella announced pulling back with a frown.

"Must have erased about twenty minutes." The Doctor said looking over to them.

"But why would I choose to forget?" Amy asked in confusion.

"Because everyone does. Everyone chooses the Forget button." Mandy said looking between the three of them.

"Did you?" The Doctor asked her.

"I'm not eligible to vote yet. I'm twelve." Mandy explained. "Any time after you're sixteen, you're allowed to the see the film and make your choice. And then once every five years."

"And once every five years, everyone chooses to forget what they've learned." The Doctor said bitterly.

"Democracy in action." Stella said with a sigh.

"How do you not know about this? Are you Scottish too?" Mandy asked.

"Oh, I'm way worse than Scottish. I can't even see the movie. Won't play for me." The Doctor said.

"Nor me, it seems cyborgs are not eligible to vote." Stella commented. "Racists."

"It played for me." Amy pointed out.

"The difference being the computer doesn't accept me as human or Stella." The Doctor said.

"Why not? You look human." Amy commented looking to the Doctor.

"No, you look Time Lord. We came first." The Doctor corrected her.

"So there are other Time Lords, yeah?" Amy asked.

"No. There were, but there aren't. Just me now, species wise, I do have my Stella. But it's a long story. There was a bad day. Bad stuff happened. And you know what? I'd love to forget it all, every last bit of it, but I don't. Not ever. Because this is what I do with Stella, every time, every day, every second. This." The Doctor rambled on as Stella took hold of his hand. "Hold tight. We're bringing down the government." The Doctor hits the Protest button. The door slams shut, trapping him Stella and Amy inside. The Smiler becomes a Scowler and the floor opens up to reveal the long drop. "Say wheee!"

"Wheee!" Stella called out.

"Argh!" Amy screamed. Outside, the cubicle sign changed from Occupied to Empty as the Doctor dropped down a chute into what appears to be organic waste. Amy and Stella followed a few moments later, Amy with a scream and Stella with a laugh.

"Argh! High speed air cannon. Lousy way to travel." The Doctor said shaking his head.

"I thought it was great fun." Stella stood up shaking the goo from herself. "Could have gone for a better landing though."

"Where are we?" Amy asked.

"Six hundred feet down, twenty miles laterally, puts us at the heart of the ship. I'd say Lancashire. What's this then, a cave? Can't be a cave. Looks like a cave." The Doctor said as he looked around like an excited kid.

"Oh, we're in…" Stella started having recognized some of the biological aspects of their surroundings, but Amy interrupted her.

"It's a rubbish dump, and it's minging!" Amy said, flinging some refuge from her hands.

"Yes, but only food refuse. Organic, coming through feeder tubes from all over the ship." The Doctor said.

"The floor's all squidgy, like a water bed." Amy said hopping up and down.

"It's not a floor, it's a…" Stella tried again, but the Doctor cut her off.

"But feeding what, though?" The Doctor asked.

"It's sort of rubbery, feel it. Wet and slimy." Amy commented as a distinct animal noise sounded from the back.

"It's not a floor." Stella said loudly looking at the Doctor and his face lit up in realization.

"We're in a…" He trailed off looking to Stella for confirmation.

"Yep." Stella nodded.

"You mean it's…" The Doctor stuttered a bit.

"Yes, it is." Stella confirmed.

"How did you figure it out so fast?" The Doctor asked and Stella shrugged.

"I've had my encounters." Stella replied.

"It's a what?" Amy called out loudly gaining their attention as she looked between them.

"The next word is kind of a scary word. You probably want to take a moment, get yourself in a calm place. Go omm." The Doctor said.

"Omm." Amy chanted.

"It's a tongue." The Doctor said.

"A tongue?" Amy asked.

"A tongue." Stella said.

"A great big tongue." The Doctor added.

"This is a mouth. This whole place is a mouth? We're in a mouth?" Amy said starting to panic.

"Yes, yes, yes. But on the plus side, roomy." The Doctor said with a smile.

"How do we get out?" Amy asked.

"I have no idea." Stella said as the Doctor looked around in excitement.

"How big is this beastie? It's gorgeous. Blimey, if this is just the mouth, I'd love to see the stomach." The Doctor said as he looked down the throat just in time for the animal to let out a loud growl. "Though not right now."

"Doctor, how do we get out?" Amy asked starting to panic.

"Okay, it's being fed through surgically implanted feeder tubes, so the normal entrance is closed for business." The Doctor said as he eyed a wall of lovely big teeth.

"We could try, though." Amy said as she moved forward.

"No, stop, don't move." Stella said as she grabbed Amy holding her still. The 'floor' vibrates.

"Too late. It's started." The Doctor said.

"What has?" Amy asked as they struggled to keep up right.

"Swallow reflex." The Doctor answered as he took out his sonic screwdriver and pointed it up.

"What are you doing?" Amy asked.

"I'm vibrating the chemo-receptors." The Doctor said making Helen groan.

"Chemo-what?" Amy asked as Stella gripped her hand in hers.

"The eject button." The Doctor replied.

"How does a mouth have an eject button?" Amy asked

"Think about it!" Stella said rolling her eyes as the Doctor grabbed her hand. A wave of vomit approaches.

"Right, then. This isn't going to be big on dignity." The Doctor said as they clung to each other. "Geronimo!"

They were surrounded by the regurgitation juices of the unknown beat in a matter of moments then the next thing they knew the found themselves in a strange room covered in muck having been washed down a storm drain like tube.

"Well that was fan-freaking-tastic." Stella said as she stood up and shook the vomit from herself as best she could.

"There's nothing broken, there's no sign of concussion and yes, you are covered in sick." The Doctor said standing up as well.

"Where are we?" Amy asked looking around the small room.

"Overspill pipe, at a guess." The Doctor said.

"Oh, God, it stinks." Amy said scrunching up her nose.

"Oh, that's not the pipe." The Doctor said.

"Oh. Phew." Stella said as she waved her hand in front of her face. "Can we get out now?"

"One door, one door switch, one condition. We forget everything we saw. Look familiar?" The Doctor said looking down at the Forget button that lit up.

"That's what was in the booth." Stella said looking at it.

"That's the carrot. Ooo, here's the stick." The Doctor said gaining their attention. Two Smiler booths light up at the other end of the tube. "There's a creature living in the heart of this ship. What's it doing there?" The Smilers become Frowners as the Doctor approached followed by the girls. "No, that's not going to work on me, so come on. Big old beast below decks, and everyone who protests gets shoved down its throat. That how it works?" Frowners become Scowlers. "Oh, stop it. I'm not leaving and I'm not forgetting, and what are you fellows going to do about it? Stick out your tongues, huh?"

The booths open and the Smilers step out and advance.

"Doctor?" Amy said as they came toward them.

"Back off." Stella said as she round house kicked one of the smilers in the face making its head spin out of control and fell to the ground.

"Nice shot love." The Doctor commented.

"Thanks." Stella winked getting ready to attack the other smiler, but Liz stepped up from behind them from the door that was next to the forget button and easily shot the last Smiler.

"Look who it is. You look a lot better without your mask." The Doctor commented as Liz twirled her gun before holstering it.

"You must be Amy. Liz. Liz Ten." Liz introduced herself with a smile.

"Hi." Amy said.

"Hello, nice moves." Stella complimented Liz, clapping her on the back.

"Yuck. You to, nice kick. Lovely hair, Amy. Shame about the sick. You know Mandy, yeah? She's very brave." Liz said gesturing to Mandy who was beside her, wrapping her arm around the young girl.

"How did you find us?" The Doctor asked.

"Stuck my gizmo on you." Liz tossed him another tracking device. "Been listening in. Nice moves on the hurl escape." Liz commented then turned to where they had come from. "So, what's the big fella doing here?"

"You're over sixteen, you've voted. Whatever this is, you've chosen to forget about it." The Doctor said as he pocketed the device.

"No. Never forgot, never voted, not technically a British subject." Liz replied offhandedly.

"Then who and what are you, and how do you know us?" Stella asked crossing her arms making a squishing noise causing her to grimace.

"You're a bit hard to miss, loves. Mysterious strangers, M O consistent with higher alien intelligence, hair of an idiot…" The Doctor pointed at her like he wanted to say something, but decided against it running his hand through his hair. Liz then looked to Stella as she went on talking. "…classic hippie fashion senses and the tendency to spontaneously start singing or dancing, most of the times both."

"You make me sound like a Disney character." Stella said with a wince.

"I've been brought up on the stories. My whole family was." Liz went on.

"Your family?" Stella questioned.

"They're repairing. Doesn't take them long. Let's move." Liz said looking down at the struggling smilers before leading them out of the smiler room and down the rounded hall ways. "The Doctor. Old drinking buddy of Henry Twelve. Stella had tea and scones with Liz Two. Vicky was a bit on the fence about you Doctor, weren't she? Knighted and exiled you on the same day. And so much for the Virgin Queen."

"That was Jack's fault, not ours." Stella defended quickly.

"That bad, bad boy." Liz mused with a wistful smile.

"Who's Jack?" Amy asked. The Doctor looked wide eyed to Amy who looked back at him with a raised eyebrow.

"No!" The Doctor said quickly. "Jack and Amy meeting, the universe would implode, bad, very bad idea."

"Maybe later." Stella said with a shrug.

"Is he cute?" Amy asked and Stella took out her phone showing her a pic, Amy's eyes going wide at the sight of the notorious Captain. "Oh wow...I want to meet him."

"No." The Doctor shook his head.

"Why not?" Stella whined with a pout.

"Stella…" The Doctor started then came to a sudden realization. "Wait! Liz Ten."

"Liz Ten, yeah. Elizabeth the Tenth. And down!" She turns, they duck, and she shot the Smilers again. She grinned as she looked down to where the others had hit the floor. "I'm the bloody Queen, mate. Basically, I rule."

-0-

The Doctor and Stella ran ahead of the others looking to the grating on the wall bathed in a fiery light. There was a mechanical pounding sound coming from it drawing their attention as the others came up behind them. The Doctor stuck his head through the bars looking up the shaft, Stella doing the same, but looking down.

"There's a high-speed Vator through there. Oh, yeah. There's these things." Liz said pointing to some tentacles beating at the grating. "Any ideas?"

"Doctor, Stella, I saw one of these up top." Amy said looking at the tentacles. "There was a hole in the road, like it had burst through like a root."

"Exactly like a root. It's all one creature, the same one we were inside, reaching out." Stella said thoughtfully.

"It must be growing through the mechanisms of the entire ship." The Doctor said.

"What, like an infestation?" Liz looked to them and the Doctor nodded. "Someone's helping it. Feeding it. Feeding my subjects to it." Liz said in anger as she swept down the hall with Mandy not far behind her. "Come on. Got to keep moving."

"Doctor?" Amy said noticing Stella and the Doctor's worried looks as they starred through the grating, their hands gripping each other tightly.

"Oh Amy, we should never have come here." The Doctor said as he wrapped his arm around Stella steering her down the hall as she leaned into him for support following Liz.

'Don't let him investigate. Stop him. Do whatever you have to, just please, please get the Doctor off this ship.' Amy held back looking thoughtful before quickly following after the others with those words ringing in her head.

-0-

Liz led them to her rooms on the ship where glasses of water were on every surface of the room including the floor. Stella sat on a couch at the end of the bed while she put her hair back into a French braid after cleaning it as well as the rest of herself off in Liz's bathroom sink.

"Why all the glasses?" The Doctor asked as he picked his way through the glasses.

"To remind me every single day that my government is up to something, and it's my duty to find out what." Liz replied from where she laid wrapped up in her cloak on her bed as Amy came out of the bathroom pinning her hair up out of her face.

"A queen going undercover to investigate her own kingdom?" Stella questioned standing to her feet.

"Secrets are being kept from me. I don't have a choice. Ten years I've been at this. My entire reign. And you've achieved more in one afternoon." Liz said as Stella picked up Liz's mask looking it over.

"How old were you when you came to the throne?" The Doctor asked walking over to Stella and looking at the mask as well.

"Forty. Why?" Liz asked.

"What, you're fifty now? No way." Amy said as she plopped down on the couch at the end of the bed.

"Yeah, they slowed my body clock. Keeps me looking like the stamps." Liz smirked.

"And you always wear this in public?" The Doctor asked taking the mask from Stella.

"Undercover's not easy when you're me. The autographs, the bunting." Liz listed off.

"Air-balanced porcelain. Stays on by itself, because it's perfectly sculpted to your face." The Doctor said with a troubled look as he sat on the edge of the bed in front of Liz, Stella standing behind him.

"Yeah? So what?" Liz looked between them.

"Oh, Liz. So everything." Stella sighed as a division of Winders entered.

"What are you doing? How dare you come in here?" Liz demanded as the Doctor stood up and he and Stella moved in front of the winders.

"Ma'am, you have expressed interest in the interior workings of Starship UK. You will come with us now." One of the winders said.

"Why would I do that?" Liz asked as she walked up to them. The winders head turned to become a Scowler.

"How can they be Smilers?" Amy asked fearfully.

"Half Smiler." The Doctor said.

"Half human." Stella said.

"Whatever you creatures are, I am still your queen. On whose authority is this done?" Liz ground out.

"The highest authority, Ma'am." The scowler replied.

"I am the highest authority." Liz said.

"Yes, ma'am. You must go now, Ma'am." The scowler said.

"Where?" Liz asked.

"The Tower, Ma'am." The scowler replied and a flash of fear shot across Liz's face.

-0-

They were escorted down through the ship by the scowlers, so very far down then into a massive room where in the center there was an opening. Every so often an electrical burst would fire down from some electrodes into the hole which was an opening to a brain. Amy looked through a grating in the ground next to the door they had come through, where tentacles were flailing.

"Doctor, Stella, where are we?" Amy asked them.

"The lowest point of Starship UK." The Doctor said walking around the room.

"A.K.A. the dungeon." Stella said walking over to where the brain was exposed.

"Ma'am." An older man walked up to them.

"Hawthorne. So this is where you hid yourself away." Liz said eyeing the elderly Hawthorne. "I think you've got some explaining to do."

"There's children down here." The Doctor said as a group of children walked by, the Doctor ruffling the top of one of the children's heads. "What's all that about?"

"Protesters and citizens of limited value are fed to the beast. For some reason, it won't eat the children. You're the first adults it's spared. You're very lucky." Hawthorne replied as Liz walked over to stand next to Stella.

"Yeah, look at us. Torture chamber of the Tower of London. Lucky, lucky, lucky." The Doctor said sarcastically as he walked over to Stella who was shaking hard, her face as pale as snow. "Except it's not a torture chamber, is it? Well, except it is. Except it isn't. Depends on your angle."

"What's that?" Liz asked as she looked down at the top of the pulsating brain, visible in the middle of the room, with giant electrodes pointing down at it sending down their painful charge.

"Well, like the Doctor said, it depends on the angle." Stella said in a strained hoarse voice with touches of anger. "It's either the exposed pain center of big fella's brain, being tortured relentlessly."

"Or?" Liz asked and flinched as Stella looked up at her sharply, her eyes blazing.

"Or it's the gas pedal, the accelerator. Starship UK's go faster button." Stella hissed out, her hands which were gripped around the opening's walls leaving dents in it. The Doctor wrapped his arm around her, holding her close.

"I don't understand." Liz said shook her head.

"Don't you? Try to. Go on. The spaceship that could never fly. No vibration on deck." The Doctor started to rant, his anger building. "This creature, this poor, trapped, terrified creature. It's not infesting you, it's not invading, it's what you have instead of an engine."

"And this place down here is where you hurt it, where you torture it, day after day, just to keep it moving." Stella ground out empathetically, almost feeling the knife cutting into her flesh once again.

"Tell you what. Normally, it's above the range of human hearing." The Doctor and Stella went over to a grate that Stella picked up tossing aside allowing a tentacle to come up. "This is the sound none of you wanted to hear."

The Doctor soniced a tentacle and a horrible screaming sound causing everyone to physically start as the heart wrenching sound. Everyone in the room wore stricken looks of horror, covering their ears to try and drown out the horrible sound.

"Stop it." Liz said on the verge of tears and the Doctor cut it off with a dark bitter look. "Who did this?"

"We act on instructions from the highest authority." Hawthorne replied.

"I am the highest authority. The creature will be released, now." No one moved despite Liz's demands. "I said now! Is anyone listening to me?"

"Liz." Stella gained her attention. "Your mask."

"What about my mask?" Liz asked.

"Look at it. It's old." The Doctor said tossing her the mask. "At least two hundred years old, I'd say."

"Yeah? It's an antique. So?" Liz said, oblivious.

"Yeah, an antique made by craftsmen over two hundred years ago and perfectly sculpted to your face." The Doctor told her. "They slowed your body clock, all right, but you're not fifty. Nearer three hundred. And it's been a long old reign."

"Nah, it's ten years. I've been on this throne ten years." Liz said, becoming panicked at the thought.

"Ten years. And the same ten years, over and over again, always leading you here." The Doctor led her over to the two buttons - Forget and Abdicate that sat before a TV.

"What have you done?" Liz turned on Hawthorne.

"Only what you have ordered. We work for you, Ma'am. The Winders, the Smilers, all of us." Hawthorne told her and turned on a video, the image of Liz appearing on the screen.

'If you are watching this. If I am watching this, then I have found my way to the Tower Of London. The creature you are looking at is called a Star Whale." The image changed to that of a star whale, a beautiful creature. "Once, there were millions of them. They lived in the depths of space and, according to legend, guided the early space travelers through the asteroid belts. This one, as far as we are aware, is the last of its kind. And what we have done to it breaks my heart. The Earth was burning. Our sun had turned on us and every other nation had fled to the skies. Our children screamed as the skies grew hotter." The Doctor wrapped his arms around Stella who buried her face in his chest clinging to his jacket, her eyes closed tight. "And then it came, like a miracle. The last of the Star Whales. We trapped it, we built our ship around it, and we rode on its back to safety. If you wish our voyage to continue, then you must press the Forget button. Be again the heart of this nation, untainted. If not, press the other button. Your reign will end, the Star Whale will be released, and our ship will disintegrate. I hope I keep the strength to make the right decision.'

"I voted for this. Why would I do that?" Amy questioned brokenly.

"Because you knew if we stayed here, Stella and I would be faced with an impossible choice. Humanity or the alien. You took it upon yourself to save me from that. And that was wrong. You don't ever decide what we need to know." The Doctor snapped as Stella turned round to look at Amy, her lips drawn into a hard frown.

"I don't even remember doing it." Amy tried weakly, her eyes wide and begging for them t understand.

"You did it. That's what counts." Stella shook her head angrily.

"I'm, I'm sorry." Amy said in a strained voice, tears in her eyes.

"Oh, I don't care. When we're done here, you're going home." The Doctor said as he went over to the controls, Stella reluctantly following him wiping tears from her eyes.

"Why? Because I made a mistake? One mistake? I don't even remember doing it." Amy argued desperately as she followed them. "Doctor! Stella!"

"Yeah, I know. You're only human." The Doctor said with a dark look as he worked the controls, then he saw Stella reach out and start to help him. "Stella, you don't have to…"

"I won't let you do this alone and don't you dare try to stop me." Stella said in a stern voice taking his hand in hers and he gripped it tight. "We are doing this together."

"What are you doing?" Liz asked walking over to them.

"The worst thing I…" The Doctor started, but Stella shot him a look. "We'll ever do. We're going to pass a massive electrical charge through the Star Whale's brain."

"Should knock out all its higher functions, leave it a vegetable. The ship will still fly, but the whale won't feel it." Stella explained to them as they worked.

"That'll be like killing it." Amy said in horror.

"Look, three options. One, I let the Star Whale continue in unendurable agony for hundreds more years. Two, I kill everyone on this ship. Three, I murder a beautiful, innocent creature as painlessly as I can. And then I find a new name, because I won't be the Doctor anymore." The Doctor replied in agitation, Stella wanting more than anything to be able to say something, to find the right words, but in situations like these there were none, it was in times like these that she felt truly helpless and lost.

"There must be something we can do, some other way." Liz said.

"Nobody talk to me. Nobody human has anything to say to me today!" The Doctor exploded, his rage pouring out like a tidal wave.

"None of you have any idea, none at all of what it's like to be mutilated, tortured, and used for the advancement of someone else." Stella placed a hand to the line that ran along her jaw line, the Doctor gently took her into his arms knowing that her pain, the nightmares she still had to this day of the years she spent under the knife of the Lacerta. "To know only pain every waking moment of your life…but you don't care, no one ever cares."

"Stella…" Amy tried.

"Please Amy, just…just go." Stella said in a strained voice and slowly Amy did so backing away from them, her eyes wide and sad as she watched them work to destroy the mind of the Star Whale.

-0-

Amy and Mandy sat against one of the large brick walls on the ground and watched while the Doctor and Stella adjusted the machinery. Amy only looked away when the door opened allowing the children to come in carrying carious tools.

"Timmy! You made it, you're okay. It's me, Mandy." Mandy ran up to a curly red head, but he showed no signs of recognizing her. Amy nearly called out when she saw a tentacle flailing behind Mandy like it was about to attack, but then it gently tapped her on the shoulder. Amy watched in amazement as the two children reached up stroking the tentacle which seemed to enjoy the attention it was receiving.

'Come on, use your eyes. Notice everything. Notice everything.'

'Our children screamed. It came, like a miracle.'

'It won't eat the children.'

'The children screamed, then it came. It's the last of its kind.'

'Just me now.'

'The last of its kind.'

'Is this how it works, Doctor, Stella? You never interfere with other peoples or planets.'

'Children screamed.'

'Unless it's children crying.'

'The last of its kind.'

'Just me now.'

'Unless there's children crying.'

'Yes.'

'It won't eat the children.'

'Then it came, like a miracle. The last of the Star Whales.'

"Doctor, Stella stop. Whatever you're doing, stop it now!" Amy called out shooting to her feet as she ran over to Liz dragging her over to the voting buttons. "Sorry, your Majesty. Going to need a hand."

"Amy, no! No!" The Doctor called out as he and Stella raced for her, but were too late. Amy pushed Liz's hand down on the Abdicate button. The Whale roared and the Starship UK shook briefly, causing panic as what felt like an earthquake erupted around them all.

"Amy, what have you done?" Stella breathed out as they all stood up from where they had fallen.

"Nothing at all. Am I right?" Amy looked to Hawthorne.

"We've increased speed." Hawthorne said in a surprised voice.

"Yeah, well, you've stopped torturing the pilot. Got to help." Amy smiled happily as the Doctor and Stella looked at her in shock.

"It's still here. I don't understand." Liz looked down to the brain of the Star Whale.

"The Star Whale didn't come like a miracle all those years ago. It volunteered. You didn't have to trap it or torture it. That was all just you. It came because it couldn't stand to watch your children cry." Amy said then turned round looking to the Doctor and Stella. "What if you were really old, and really kind and alone? Your whole race dead." Amy looked from the Doctor to Stella. "Everything taken from you. No future. What couldn't you do then? If you were that old, and that kind, and the very last of your kind, and so alone, you couldn't just stand there and watch children cry."

-0-

The Doctor and Stella stood hand in hand before a large bank of windows overlooking the city and the vastness of space behind it. It was a beautiful sight to be sure, but the time travelers had other things on their minds.

"She didn't mean it." Stella said softly. "She was just looking after us."

"I know." The Doctor sighed as he rubbed the back of her hand with his thumb.

"From Her Majesty." Amy said as she ran up to them holding Liz's mask in her hand. "She says there will be no more secrets on Starship UK."

"Amy, you could have killed everyone on this ship." The Doctor said stiffly.

"You could have killed a Star Whale." Amy countered.

"And you saved it. We know…we know." Stella said softly as they lapsed into a moment of silence.

"Amazing though, don't you think? The Star Whale. All that pain and misery and loneliness, and it just made it kind." Amy said looking to them.

"But you couldn't have known how it would react." The Doctor said turning to her.

"You couldn't. But I've seen it before. Very old and very kind…" Amy said looking from Stella then focusing on the Doctor. "…and the very, very last. Sound a bit familiar?"

The Doctor and Stella smiled slightly before the three of the hugged each other tightly.

"Hey." Amy said.

"What?" Stella asked.

"Gotcha." Amy grinned.

"Huh. Gotcha." The Doctor chuckled as they all tightened their hold on each other.

-0-

"Shouldn't we say goodbye? Won't they wonder where we went?" Amy asked as they walked back through the market place toward the Tardis.

"For the rest of their lives. Oh, the songs they'll write." The Doctor said with a grin.

"In bed above, we're deep asleep, while greater love lies further deep. This dream must end, this world must know, we all depend on the beast below." Stella sang out in a lilting voice, not caring about the looks she was getting from some passerby's, but a few picked the song up, liking the tune and singing it under their breath as they went along.

"Beautiful love." The Doctor grinned kissing her on top of her head as they stopped in front of the Tardis. "Now in we get, big day tomorrow."

"Sorry, what?" Amy asked, looking startled.

"Well, it's always a big day tomorrow. We've got a time machine. We skip the little ones." The Doctor replied as he stuck his key in.

"You know what I said about getting back for tomorrow morning?" Amy said causing the Doctor and Stella to turn to her with saddened faces, thinking she might want to go home. "Have you ever run away from something because you were scared, or not ready, or just, just because you could?"

"Once, a long time ago." The Doctor replied as Stella nodded.

"What happened?" Amy asked.

"Hello." Stella gestured to the two of them.

"Right. Doctor, there's something I haven't told you…" Amy started, but then stopped when she heard a ringing coming from inside the Tardis. "No, hang on. Is that a phone ringing?" The Doctor opened the door letting them all in. "People phone you?"

"Well, it's a phone box." The Doctor replied as he and Stella wen to the controls starting up the Tardis.

"Would you mind?" Stella gestured to the phone and Amy answered the trim phone on the console.

"Hello? Sorry, who? No, seriously, who? Says he's the Prime Minister. First the Queen, now the Prime Minister. Get about, don't you?" Amy looked to the two of them.

"Which Prime Minister?" The Doctor asked.

"Er, which Prime Minister?" Amy asked. "The British one."

"Which British one?" Stella asked with a raised eyebrow.

"Which British one?" Amy's face went into shock then held out the phone to. "Winston Churchill for you."

"Oh! Hello, dear. What's up?" The Doctor took the phone happily.

"Tricky situation, Doctor. Potentially very dangerous. I think I'm going to need you." Churchill replied.

"Don't worry about a thing, Prime Minister." The Doctor grinned. "We're on our way.

They sent the Tardis off, running around the console as they flew through the vortex.

"Now first things first." Stella said as she grabbed Amy's hand puling her down the hall.

"Where are you two going?" The Doctor called out after them, peering around the console.

"To the wardrobe, Amy can't meet Winny dressed like this, you better change to, those clothes are still covered in yuck." Stella replied over her shoulder.

"Right, good idea…wait, Winny?!" The Doctor called out, but Stella and Amy had already disappeared down the hall.

"Here it is." Stella said stopping outside a door waiting for Amy to catch up then she flung the door open revealing the great expanse of clothes. "I give you the Wardrobe."

"Oh my…" Amy said, her eyes wide as she stepped into the massive room looking at all of the clothes from every time period, every planet, and every fashion.

"Yeah." Stella grinned as she went over to the bohemian earth section. "Just look around until you find something you like and if you have something in mind just think about it, the Tardis will get it to you."

"Right." Amy nodded walking through the clothes in a daze. Stella smiled shaking her head as she watched Amy go then turned back to the clothes she was going through picking out a loose white spaghetti strapped tank top that ended in fringe, a pair of jean shorts edged in lace, a knee length spring green kimono with a pink and white floral pattern, and a pair of ankle length gladiator sandals. Amy had walk back over to her trying to discreetly look over Stella's cyborg markings while going through a selection of shirts.

"I was kidnapped." Stella said, knowing that Amy was curious. "They wanted an army and made me as a start."

"I'm sorry." Amy said, with a blush at having been caught starring.

"Sometimes I am as well, but most of the times I'm happy it happened or I never would have met the Doctor and fallen in love, kind of bitter sweet." Stella smiled softly at the engagement ring on her left hand. The dark blue band shimmered in the light as the round shaped jewel embedded into it with a body color of pink that had flashes of orange fucia with opal like over flashes of blue and lavender.

"You're married?" Amy asked as she looked over the beautiful ring.

"Engaged." Stella corrected her.

"Well congratulations, when's the wedding?" Amy asked as she rubbed her own left ring finger with her thumb.

"I have no idea." Stella replied with a grin as Amy just stared at her.

"Really?" Amy asked and Stella nodded.

"Soon I hope, but with our lives you get so caught up and somethings get put off without you even realizing it." Stella shrugged. "What about you?"

"What?!" Amy looked nervous again.

"Any special man in your life?" Stella asked.

"Oh…well…you know…is there a place to shower off?" Amy changed the subject and Stella eyed her for a moment before letting it pass. The subject of relationships was a touchy one and she didn't want Amy to be uncomfortable.

"Straight through there." Stella pointed to a door while she herself went into another, both of them carrying their clothes. After getting cleaned up, made up, and dressed they met back in the wardrobe. Stella had left her hair down save for the white flower headband she wore and her glasses were perched on her nose. "Now we better get back to the Doctor, I love him to bits, but leaving him on his own for too long does not always have a favorable outcome."

"But he's a time lord, he should be able to take care of himself." Amy said as they walked out.

"That's just what they're called, same as being called human, doesn't really mean anything." Stella said with a shrug as they walked into the console. "One time when I left him alone he made a device that ended up causing chickens to explode."

"That was not completely my fault." The Doctor said and Stella raised an eyebrow at him. "Anyway, moving on, etc…we're about to land, you two ready?"