In the distance they slithered, dead eyes raised to the morning light. They felt it wash over them, the first taste of true power in years. They allowed it to run through their veins for a moment, breathing it in deep as they raised their heads.

Then they began to move. It had been a long time since they'd fed.

"Blimey," repeated Penny, her voice raising and dropping in octave as she spoke. "It all makes so much bloody sense now! The way Da always looks at me, the way mom gets all quiet when I talk about their past, last week's math assignment… rocket science… God, did you know that there was once life on mars? Squicky icky stuff, that." She giggled, her hair moving forward as she bent in two. "God, I loved saying words like that. Or do I still love it? Timey-wimey, anyone?"

"Um… excuse me?" whispered the boy. "Girl without a name?"

"Of course I've got a name," she muttered, the effect of her annoyance ruined somewhat by her grin. "I'm the doctor. Or maybe I'm Penny…. Or am I Penny's Doctor?" she giggled. Her hand clutched the rail as her knuckles turned white, the cold metal biting into her flesh; she refused to let go.

"Um… Penny?" he whispered.

"Yes," she giggled back. "No. Maybe so? Am I still Penny, if I have nine hundred years of someone else's memories swirling around?" she paused, flashing a grin in the dim light. "No, that's a lie. Far more than nine hundred. But a girl's gotta have her… gotta have her vanity, you know?" she whispered, forcing the words out between her bursts of laughter. "Did I mention that I'm in unbearable pain? 'Cause I am. I'm the doctor in the room, but I'm the one who's dying. Isn't that just grand?"

He hesitated before speaking next, coming slowly closer. "Do you need a - I mean… do you need medical attention?"

"Oh, yes," he grinned. "Medical attention would be a wonderful thing. Great. Loverly. Wooooooonderful… Wouldn't work of course. Absolutely impossible. Can't be done. By the way - and this is very important, mind you… does my voice sound funny?"

"Just a little bit," he admitted, wincing as her hand closed around his arm. She pulled herself towards him, resting on his shoulder as she giggled again.

"That would be the watch," she declared, giggling. "It's trying to make me into a time lord, you know. Which is great, only, it's trying to turn me into a male time lord. 'cause the genetic marker I've got, and the memories it gave me, are all the Doctor's - but I'm not the Doctor. Only, I sorta am now, but I shouldn't have been. Maybe I'm the Penny," she giggled. "It fits, don't it? The Penny. Comes from money yet it's so bloody cheap! That's me. The penny. Just toss me aside, it'll be fine! I'm just the penny." She sniffled, the giggles refusing to stop even as the tears left her eyes. "God, this hurts…"

"I'm not going to leave you," he declared, his arms pressed under her as she giggled again.

She regarded him for a moment, silent outside of her giggles. "What's your name?" she demanded.

"Greg," he responded, hesitating a moment before adding "Linders. Greg Linders. My father's the… um… groundskeeper on your dad's estate, I think. If you're who I think you are."

"Oh, I'm rarely who people think I am, Greg Linders," she whispered, holding back the next giggle until the urge subsided. "But I'll hold you to that. The staying with me, thing… Of course, I've never had a male companion, before, but I don't think I've ever been a girl, either. Maybe I could turn you into a girl… Would you like that?" she smiled. "To have the thing between your legs taken away from you? To move and feel breasts pressing against your shirt? To go through periods? Child birth? 'Cause a lot worse could happen to you, if you travel with me… eighteen year old girl. Time machine. Not that I know where that is, mind you… maybe I'll find it, after I give Da a good yell. Maybe he'll even notice, now that there's no going back. Probably not, though…"

"I'm taking you to the hospital," he said, moving towards the door.

She pushed him away from her, roughly propelling herself into the wall, "Don't need a hospital. Need a police box. It's been on the far side of the property for years and Da's never let anyone touch it… None of us could even get in. I think I need the key. Maybe I'll remember the key if I see the TARDIS, though… Do you think you can get me to the TARDIS, Greg-man?"

"Will you go to the doctor, afterwards?" he asked, grabbing her sleeve.

"I am the Doctor, and don't make me shock you. But, yeah, I'll go to the hospital if I still need it… Which I won't… 'cause I'm the Doctor. By the way, there's something about to attack you from the right."

He turned instinctively, his head shifting out of the way as something slid through the air. It smashed smoothly into the ground, an inky tendril that crept through the floor. It leaped again, its body seeming to rasp through the air as it continued the motions of a slither. Penny giggled as she smashed her hand into it, dropping it to the floor.

"They think they look so tough," she informed him. "All happy and carefree and toughity toughity tough. But they aren't tough, really… not tough at all. Just scavengers, you know? Look good, but drop like stones with the slightest impact. We've got about five minutes before it wakes up." She paused, giggling. "But only about three seconds before the first wave gets here and tries to straaaaaaaaangle us. Once they wrap around us, they don't let go even if unconscious."

She giggled, gripping his arm and pulling him through the trees. She didn't pauses as the branches smacked into her face, simply smiling as they raked across her skin. "Greg?" she whispered, after a moment. "I've got a thingy in my pants that's not meant to be there. I don't like it, Greg."

"You mean you've got a-"

She put her fingers on his lips, smiling softly. "It's gone now though... Gonity gonity gone. That's not as fun to say as timey wimey, but it'll do…."

She scooped up a rock as she spoke, throwing it into a tree behind her and watching as it rebounded, smacking into something as it reached for them. It crumpled in a heap, taking three more creatures with it as she dragged them to the front of a bright blue box.

She giggled, her hand tracing down the door as she smiled at it. "Didja miss me, honey? Won't you open the door for mommy? Don't you recognize who she is?" she giggled. "Silly me, leaving the key elsewhere… Dun remember where I left the key… gotta go get the key, haven't we Greg?"

"Um… Penny?" he asked, nervously glancing between her and the tendrils in front. "Little help here?"

She snapped her fingers, giggling as the door creaked open beneath her. "I left the key on that one planet, didn't I? With that one friend? As a just in case? Well, too late now. Gotta go get it back. But that's okay, 'cause my precious let us in. Isn't that so sweet?" she giggled, grabbing his arm and pulling him in before he could even yelp.

He blinked as she slammed the door behind him, gawking as his mouth worked up and down. "It's bigger on the inside," she whispered, in union with him. "I love it when they say that line. Lovedy lovedy LOVE it. Or maybe da does… me and da and the TARDIS, but not all at once, oh no… But the beasties can't get in… probably…" she paused, thinking. "I mean, the mongol hoards couldn't get in, but come on… they had horses. That, and one alien blaster attack capable of rewiring the earth's core… but that doesn't count, 'cause it had no wheels." She giggled, her hand trailing across the way as the TARDIS lit a path beneath her feet. "

"Come along," she whispered to Greg, moving slowly a wall slid open to greet her. She stepped into it quickly, drawing something from her pocket and twirling with it. "Sonic screwdriver… da's first invention…" she giggled. "He always used to say, 'it's not right yet…' God, I used to love listening to him say that… Just need to make a few adjustments, and pick up the 'right' version from my baby here…" She gagged, the screwdriver falling from her hand as a spurt of blood came from her lips. "I've got two hearts," she whispered, after a moment. "Two hearts, and I think I'm starting to grow a thingy, again…"

"You need to go the hospital," whispered Greg, beginning to move in.

"No," she responded, shaking her head as the door started to close. He gripped it in his hands as she stared at him, pleadingly. "I"ve got two hearts, Greg. No other doctor can save me, anymore… Please?"

He hesitated, looking around the space, bigger on the inside. "You're hurt," he whispered.

"And you bloody care too much." Her foot smashed into his knee, driving him from the room as the door closed between them.

The TARDIS shook from the impact, outside. Penny just screamed.