Willow Tyler followed her cousin, Rose, into the strange and mysterious Tardis. Willow wasn't sure if it was a wild hair or the odd pull she felt towards the alien that wore a leather jacket and a jumper that made her abandon all she knew to travel in time and space. Both girls had entered the Tardis with a sense of awe and joined the Doctor by the console to journey to their first adventure elsewhere and when.

"Right then, Rose Tyler and Willow Tyler—you tell me, where do you want to go? Backwards or forwards in time. What's it going to be?" the Doctor asked, clearly excited.

"Forwards," both Rose and Willow said at the same time after looking at each other for a second. They had gotten good at reading each other after being best friends, as well as cousins, for most of their lives. The Doctor pressed a few random buttons and pulled a few levers and asked, "How far?"

"One hundred years," Rose said immediately, eager.

The Doctor pulled a lever and turned a knob, causing the whole ship to shake almost violently. Willow gave a slight shriek and smiled at the sensation.

"There you go, step outside those doors, it's the twenty-second century," the Doctor said, clearly showing off.

"You're kidding," Rose said, stunned. Willow's jaw dropped in amazement and wonder. What was the future like in a hundred years, after she was already dead?

"That's a bit boring though. Do you want to go further?" the Doctor asked, still thinking he was impressive, which to Rose and Willow, he was.

"Fine by me!" Rose said.

"Me, too!" Willow said, after picking her jaw up, figuratively of course.

The Tardis moved again and then stopped. The Doctor looked at the girls when they finally stopped. Rose and Willow were hanging on tightly, but looking very excited, with a slight bit of nervousness added in.

"Ten thousand years in the future. Step outside, it's the year 12005, the New Roman Empire," the Doctor said.

Rose teased the Doctor and said, "You think you're so impressive."

"He doesn't think, he knows," Willow said quietly, also teasing. "Can't you see his massive head?"

"I am so impressive!" the Doctor said, grinning cheekily at both of them.

"Told you so," Willow said, then blushed a little when the Doctor winked at her. What the hell was that? she thought to herself. She had never had a boyfriend of any sort before, so she didn't really know how to act around me, beside Mickey, of course. What was this feeling that she had in the pit of her stomach? Was it from fear of how dangerous this man that called himself the Doctor was or perhaps a crush that was beginning to form? Willow was unsure and decided to talk to Rose about it later.

"You wish!" Rose said.

"Right then, you both asked for it. I know exactly where to go. Hold on!" the Doctor said.

The Tardis moved again and Willow had to grab hold of something so she wouldn't fall over. She flushed like a tomato when she realized that it was the Doctor's arm. As soon as the Tardis was steady again, she let go of her arm as if it were on fire. The Doctor didn't even seem to notice she had grabbed his arm and went about business as normal (for him). Willow hid her arms behind her back, trying to ignore the tingling that ran up and down it, as well as the fluttering in her heart. She shook her head quickly, focusing on where and when they were.

"Where are we?" Rose asked, curious.

The Doctor just gestured towards the door. Both Rose and Willow grinned at each other in excitement before both taking off and racing for the door. They stood in front of the Doctor, looking up at him, eyes shining.

"What's out there?" Rose asked.

"When are we?" Willow asked, her eyes gleaming with curiosity.

The Doctor just gestured to the door again. Rose and Willow playfully pushed each other out of the way and stepped outside the door, Rose first, and then Willow. Willow gasped as she found herself in a large room that was lined with wood on the walls. The Doctor followed her and Rose pulling out his sonic screwdriver. He opened giant shutters over an equally large window. Willow walked down the stairs to the ground level, mouth gaping open and looked down on planet Earth, Rose right beside her and the Doctor tailing behind them.

"It's so beautiful," Willow whispered, a single tear escaping her eyes at the sheer beauty of it.

"You lot. You spend all your time thinking about dying. Like you're going to get killed by eggs or beef or global warming or asteroids. But you never take time to imagine the impossible. Maybe you survive. This is the year 5.5/apple/26. Five billion years in your future. This is the day...hold on..." the Doctor looked down at his watch for a moment. "This is the day the sun expands. Welcome to the end of the world," the Doctor said.

Willow's eyes grew very large at the sight before them. The Earth was going to die. Right in front of them. She was going to watch her home planet burn. She exchanged a look of horror with Rose and then turned back around, closing her eyes.

"Are you alright?" a voice asked in her ear, making her jump. She turned her head quickly to see the Doctor standing right next to her.

"Yeah…I'll be fine. I just…need a moment," Willow said in a faint voice.

"Understandable," the Doctor said, nodding. "Well, come on. This way."

The Doctor, Rose, and Willow walked out of the room and down a corridor of what the Doctor informed them was called Platform One. Overhead, from a speaker in the ceiling, a voice said, "Shuttles 5 and 6 now docking. Guests are reminded that platform 1 forbids the use of weapons, teleportation and religion. Earth Death is scheduled for 15:39, followed by drinks in the Manchester Suite."

"So, when it says 'guests' does that mean people?" Rose asked, curious, but also scared of the idea of more aliens.

"Depends on what you mean by people," the Doctor said, as if hardly mattered to him and was no big deal.

"I mean people. What do you mean?" Rose asked.

"Aliens," the Doctor said.

"What sort of aliens?" Willow asked in curiosity.

"What are they doing on boards this spaceship? What's it all for?" Rose asked.

The Doctor opened a door with his sonic screwdriver and rolled his eyes at what seemed like twenty million questions coming from the two very curious human girls.

"It's not really a spaceship. More like an observation deck. The great and the good are gathering to watch the planet burn," the Doctor said. "And all different kinds of aliens. You'll just have to wait and see."

"What for?" Rose asked.

"And why?" Willow asked.

"Fun," the Doctor answered both of them.

They entered into the next room, which was another observation gallery. Willow looked around in total wonder of being so far in the future. She wanted to take it all in and remember it forever. It was beautiful and strange and…and…alien.

"Mind you, when I said the great and the good, what I mean is, the rich," the Doctor clarified.

"But, hold on, they did this once on 'Newsround Extra'-the sun expanding—that takes hundreds of years," Rose said.

"Millions. But the planet's now property of the National Trust. They've been keeping is preserved. See down there?" The Doctor pointed to the window at tiny glints of lights orbiting the Earth. "Gravity satellite. That's holding back the sun."

"But...why?" Willow whispered, scared and a bit horrified.

"The planet looks the same as ever. I thought the continents shifted and things," Rose said, pointing out a fact that Willow had missed.

"They did," the Doctor said. "And the trust shifted them back. That's a classic Earth. But now the money's run out, nature takes over!"

"How long has it got?" Rose asked, a bit of fear in her voice.

The Doctor looked at his watch and said, "About half an hour. And the planet gets roasted."

"It seems cruel," Willow said, thinking of the planet and people below that would die.

"Is that why we're here? I mean, is that what you do? Jump in at the last minute and save the Earth?" Rose asked, staring to freak out just a bit.

"I'm not saving it," the Doctor said. "Time's up."

"But what about the people?" Rose asked, horrified at that thought of a lot of people dying.

"It's empty! They're all gone. All left," the Doctor said.

"But all the animals and plants…!" Willow exclaimed, equally horrified.

"All died up already," the Doctor explained.

Rose and Willow looked out the window at their beloved planet. Willow felt a swirl of emotions inside, looking down at the blue and green Earth. The ones she felt most were sadness and a bit of anger, as well as hopelessness.

"Just me and Willow then," Rose said sadly.

"Who the hell are you?" a voice asked behind them. Both Willow and Rose whipped around in surprise at the sudden appearance of a person. Willow's eyes widened at the sight of the short blue man that was standing in the doorway. It was an alien. A real, proper alien, she thought.

"Oh! That's nice, thanks," the Doctor said, sarcastically.

"But how did you get in?" the blue alien asked. "This is a maximum hospitality zone. The guests have disembarked! They're on their way any second now!"

"That's me, I'm a guest, look! I've got an invitation!" the Doctor said. He dug around in his pockets and pulled out a small wallet-looking thing. "Look, there you see? It's fine, see? The Doctor plus two. I'm the Doctor, this is Rose Tyler, and Willow Tyler. They're my plus two. That all right?"

"Well, obviously," the steward said. The Doctor grinned. "Apologies, et cetera. If you're onboard, we'd better start. Enjoy."

The Doctor nodded at the steward and the steward walked off. The Doctor showed Rose and Willow the paper he had showed the steward. It was blank to Willow, who looked at it with furrowed eyebrows, wondering what it really said.

"The paper's slightly psychic. Shows them whatever I want them to see. Saves a lot of time," the Doctor explained to the girls.

"It's blank," Willow said, handing the psychic paper back to the Doctor.

"What?" he asked, stunned and Willow just nodded at him.

"He's blue," Rose said about the steward.

"Yeah," the Doctor said, still looking at Willow in amazement.

"Okay..." Rose said, not exactly sure.

"This is so weird," Willow said, still reeling from the encounter with the blue alien.

The steward was now speaking into a microphone that sounded from the speakers in the ceilings.

"We have in attendance, the Doctor, Rose Tyler, and Willow Tyler. Thank you! All staff to their positions." He clapped his hands and a lot of little blue people started scurrying around.

"Hurry now! Thank you, as quick as we can! Come along, come along! And now, might I introduce the next honoured guest, representing the forest of Cheem, we have Trees. Namely, Jabe, Lute, and Coffa."

Three tree-like creatures walked through the door and Willow's eyes widened, looking at the beautiful trees that walked with grace and poise.

"Those are trees," Willow whispered in wonder.

"There will be an exchange of gifts representing peace. If you can keep the room circulating, thank-you. Next, from the solicitors Jolco and Jolco, the Moxx of Balhoon" the steward announced.

Willow was just as confused as Rose looked, while the Doctor just grinned. The observation platform was now almost flooded with aliens of all shapes and sizes, as well as colours. Willow felt suddenly lightheaded and realized she had been holding her breath and took a deep, shaky breath.

"And next, from Financial Family Seven, we have the Adhrents of the Repeated Meme," the steward said.

The Doctor laughed at the expressions on Rose's and Willow's faces, which was shock and amazement.

"The inventors of hyoslip travel systems, the brothers Hop Pyleen. Thank you!" the steward said.

More aliens entered into the Suite, making Willow feel slightly sick at the shock at all of this. She had to start breathing deeply to keep from hyperventilating. She didn't know where to look, it was all too much to take in, all the aliens.

"Cal 'Spark Plug'. Mr. and Mrs. Pakoo. The Ambassadors from the City State of Binding Light," the steward continued.

Jabe, one of the Trees, approached the Doctor, Willow, and Rose. On either side of her, was the two other Trees, holding plant trays with little green plant shoots in them. Willow stared at the tree, her eyes wide in amazement.

"You're beautiful," Willow blurted out to Jabe, then flushed a deep red.

"Thank you, dear. The Gift of Peace," Jabe said, looking in amusement at Willow and then turned her gaze back to the Doctor. She took one of the little shoots and handed it to the Doctor. "I bring you a cutting of my Grandfather."

"Thank you!" the Doctor said. He handed the sprout to Rose. "Yes, gifts...erm..."

The Doctor cleared his throat and started patting down his jacket for something to give, but he found nothing. Willow quickly darted her hand into her pocket and found a couple Tootsie Rolls from a few days before. She handed one to Jabe with a shaky hand, still a bright red.

"I give you in return, air from my lungs," the Doctor said, and blew into Jabe's face and the tree closed her eyes.

"How...intimate," Jabe purred.

"There's more where that came from," the Doctor said, flirtingly. Willow felt something constrict in her chest. It was an odd sort of pain that didn't make any sense to her. Rose just looked confused at the Doctor's flirting. The man didn't seem like the type to flirt to her.

"I bet there is..." Jabe suggestively back and Willow flushed at the comment.

"Sponsor of the main event, please welcome the Face of Boe," the steward announced.

The next alien that came in was wheeled in. The Face of Boe was literally a giant face (and head) in a large tank. The alien that was introduced as the Moxx of Balhoon approached the Doctor, Willow and Rose. This alien was also blue with a very tall pointy-ish head. Willow was trying very hard not to stare, but was failing greatly.

"The Moxx of Balhoon," the Doctor greeted.

"My felicitations on this historical happenstance. I give you the gift of bodily saliva," the Moxx of Balhoon said and then spat into both Rose's and Willow's faces and hovered off on his little craft.

"Thank you very much," the Doctor said, laughing at the disgusted expressions on the girls' faces.

Willow rubbed the spit out of her face with her shirt sleeve, trying not to be sick at the thought of an alien's spit going in her mouth or nose.

"Ah! The Adherents of the Repeated Meme. I bring you air from my lungs," the Doctor said, blowing on the Adherent. Willow also handed over a Tootsie Roll to the alien, not sure if aliens liked chocolate, or was even sure if they knew what it was.

"A gift of peace in all good faith," the Adherent said. He held out a large silver egg, which the Doctor took, threw up in the air, caught it and passed it back to Willow, who took it, looking at it curiously.

"And last but not least, out very special guest. Ladies and Gentlemen, and Trees and Multiforms. Consider the Earth below. In memory of this dying world, we call forth The Last Human," the steward announced.

Willow trained her eyes on the door to see the last human, but was disappointed to see what appeared to be a vertical trampoline. It reminded her of when she was little, in school, and they had learned about the American Indians. It looked like animal skin hanging up on a rack, except it had a mouth, eyes, and wore lipstick. Willow wrinkled her nose in disgust at the sight of the 'Last Human.' This grossed her out more than the alien spit ever could.

"The Lady Cassandra O'Brien Dot Delta Seventeen," the steward announced.

"Oh, now, don't stare. I know, I know it's shocking, isn't it? I've had my chin completely taken away and look at the difference! Look at how thin I am," Lady Cassandra said proudly.

Willow, along with Rose, was staring at the transparent skin in shock and disgust, while the Doctor laughed quietly.

"Thin and dainty! I don't look a day over two thousand. Moisturize me, moisturize me," she continued. One of the men that had wheeled her in the room grabbed what looked like a plant sprayer and sprayed it onto Lady Cassandra.

"Truly, I am The Last Human," Lady Cassandra said.

Willow took a few creeping steps forward with Rose to get a better look. She took cautious baby steps, not sure if she even wanted to get closer to this skin.

"My father was a Texan. My mother was from the Arctic Desert. They were born on the Earth and were the last to be buried in the soil," she continued.

Willow took Rose's hand in her own as they walked to the other side of Lady Cassandra, to see another angle of her. She was completely flat. Literally just skin with veins flowing everywhere. It's nasty, Willow thought to herself. She'd rather be dead than ever do something to herself like that.

"I have come to honour them and..." Cassandra started sniffing, "...say goodbye. Oh, no tears. No tears. I'm sorry. But behold! I bring gifts. From Earth itself—the last remaining ostrich egg."

One of the staff came in through the door, carrying the egg and displayed it for everyone to see. Willow looked at it with wide eyes. It didn't look too much like an ostrich egg, but then again, Willow had never seen one in person before, so she couldn't be sure.

"Legend says it had a wingspan of fifty feet and blew fire from its nostrils," Cassandra said.

Both Rose and Willow looked confused and bewildered at the description of an ostrich, and then Willow had to hide a small smile, when Lady Cassandra said, "Or was that my third husband?"

Rose rolled her eyes at the terrible joke and the Doctor laughed, amused by it.

"Who knows! Oh don't laugh. I'll get laughter lines!" Lady Cassandra said. She laughed and mumbled to herself for a little bit. Behind Cassandra, a staff member rolled in a large jukebox.

"And here, another rarity. According to the archives, this was called an iPod. It stores classical music from humanity's greatest composers," Lady Cassandra said.

Willow pulled her own purple iPod out of her jacket pocket, and compared it to the large jukebox, hiding a smirk and a giggle. Apparently, the Lady Cassandra had her facts wrong. That, or she was just feeding these people lies about these objects.

"Play on!" Lady Cassandra ordered.

One of the staff members pressed a button and a record fell into place. The 'iPod' a.k.a. Jukebox, started playing 'Tainted Love' by Soft Cell. Willow tapped her foot and sang along under her breath. She loved this song. Jackie had told her that her parents had always played this song, especially after it had come out, so it made tears come to her eyes at the sound of the tune. She really missed her parents, even though she didn't remember them all too well anymore.

"Refreshments will now be served. Earth Death in 30 minutes," the steward said.

Rose looked lost and Willow had tears running down her cheeks, trying to adjust to all the change, but was failing. Rose rushed from the room, pulling Willow, who gladly joined her. The Doctor tried to follow the two girls, but was cornered by Jabe.

"Doctor?" she said, and snapped a photo of him. "Thank you."

The Doctor continued on to find Rose and Willow, who was too far ahead of him for him to find them. He had an idea of where they went and headed back to where he had parked the Tardis.

Meanwhile, Rose had dragged a quietly sobbing Willow to another part of the ship. Willow tried to get herself under control and realized that she wasn't crying about the song anymore. The shock was finally setting in after witnessing all the aliens. Rose went to look out the window at the sun, also trying to pull herself back together. Willow started to wipe her tears away and jumped when she heard Rose say, "Sorry, are we allowed to be in here?"

There was a little blue alien that was looking around like it was uncomfortable. Willow tried to get it together and wiped her remaining tears away quickly, looking at the alien. She sent it a small smile and a nervous wave.

"You have to give us permission to talk," the alien said.

"Uh...you...have permission...?" Rose said, like it was a question.

"Thank you! And, no. You're not in the way. Guests are allowed anywhere," the alien said, appreciative of them.

"'Kay," Rose said, while Willow just watched, still wide-eyed.

The alien went over to a panel and entered a few buttons. Rose watched the alien female in curiosity and asked, "What's your name?"

"Raffalo," the alien answered.

"Raffalo?" Rose asked.

"Yes, Miss. I won't be long, I've just got to carry out some maintenance," Raffalo said.

"You're fine, Raffalo," Willow said quietly, just taking in the weirdness of it all.

Raffalo smiled and nodded at Willow and then knelt in front of an air vent.

"There's a tine little glitch in the Face of Boe suite. There must be something blocking the system—he's not getting any hot water," Raffalo explained to the two confused human.

"So, you're a plumber?" Rose asked in curiosity.

"That's right, Miss," Ruffalo said.

"They still have plumbers?" Rose asked.

"I hope so! Else I'm out of a job!" Ruffalo said with a slight laugh.

Rose laughed, and Willow joined in, still cleaning her face from the tears. She hoped her eyes didn't look too puffy and red.

"Where are you from?" Rose asked.

"Crespallion," Raffalo said.

"That's a planet, is it?" Rose asked.

"No, Crespallion's part of the Jaggit Brocade, affiliated to the Scarlet Juction, Convex 56. And where are you two from, Misses? If you don't mind me asking," Raffalo asked.

"No! Not at all. Erm...I dunno, we're from a long way away. We just sort of, hitched a life with this man. We didn't even think about it...We don't even know who he is...he's a complete stranger," Rose said, not really thinking about what she was saying.

"It's all very complicated," Willow told the blue alien.

Raffalo looked worried for the two women, but Rose snapped herself out of the small trance she was in.

"Anyway, don't let us keep you. Good luck with it!" Rose started walking away, pulling Willow by her hand, ready to lead her out of the room.

"Thank you, Misses. And...thank you for the permission. Not many people are that considerate," Raffalo said, grateful.

Rose smiled at Raffalo, and said, "'Kay. See you later."

Rose left the room and walked down the hall with Willow behind her.

"Are you alright, Willie?" Rose asked, concerned for her cousin.

"Yeah, Rosie, I'm fine. It was 'Tainted Love' at first (Rose nodded her head in understanding). And then, it was just this whole situation. Everything came crashing in together and shock took over. D'you know what I mean?" Willow asked her cousin, needing her to understand.

"Yeah, I do," Rose said. She went over and gave her cousin a much needed hug. The two girls went and sat on the steps of the viewing gallery. Rose had taken the egg that the Doctor had handed Willow and they went about, tossing it in the air to each other and catching it. A computer voice sounded in the room. "Earth Death in 25 minutes. Earth Death in 25 minutes."

"Oh, thanks," Rose said sarcastically to the computer.

Rose tossed the egg back to Willow, who murmured a thanks and went about examining it while Rose picked up the cutting of Jabe's grandfather.

"Hello! My name's Rose. That's a sort of plant. We might be related..." Rose said.

Willow giggled quietly at her cousin. We're both losing it, Willow thought to herself. She was looking at the shiny egg-shaped orb, while Rose was talking to a tree…all while in space with a time and space traveling alien that had big ears and wore a leather jacket. No, not bizarre at all…note the sarcasm.

"Rose, you're talking to a plant," Willow said, stating the obvious. Rose suddenly realized just that and put the plant down as quickly as she could, causing Willow to giggle quietly again. Willow set the egg down behind her, bored of looking at it.

Willow was off in her own world, thinking of life and family, and jumped (and gasped loudly) when she heard the Doctor's voice call out, "Rose? Willow? Are you two in there?"

The Doctor came through the door and said, "Aye aye!"

He sat down on the steps by Willow (her heart rate picked up again and her stomach made a whooshing motion) and said, "What do you two think, then?"

"Great! Yeah...fine. Once you get past the slightly psychic paper..." Rose said, unsure of what else to say, making the Doctor laugh.

"It's very weird," Willow said, not sure of how to word how she really felt, which was freaked out, uncomfortable, and wanting to leave. Despite all of that, she still felt a strong pull to stay here with the Doctor and explore this strange, new world.

Rose nodded and said, "They're just, so alien. The aliens. Are so alien. You look at 'em...and they're alien."

"Almost too alien," Willow said quietly, thinking of all she had seen.

"Good thing I didn't take you two to the Deep South," the Doctor said, teasingly.

Rose looked at the Doctor closely and said, "Where are you from?"

"All over the place," the Doctor said, avoiding the question.

"That isn't much of an answer," Willow scoffed.

"They all speak English," Rose observed.

"No—you just hear English. It's a gift of the Tardis. Telepathic field, gets inside your brain—translates," the Doctor explained to them.

"What?" Willow asked breathlessly.

"It's inside our brains?" Rose asked, sounding slightly panicked.

"Well, in a good way," the Doctor said quickly, trying to make it sound better.

"Your machine gets inside my head. It gets inside and changes my mind, and you didn't even ask?" Rose said, sounding angry.

"I didn't think about it like that," the Doctor said, sounding surprised.

"No! You were too busy thinking up cheap shots about the Deep South! Who are you then, Doctor? What are you called? What sort of alien are you?" Rose asked.

"Rose, it's okay. We can trust him. I have a feeling we can," Willow said, feeling that strange feeling in her stomach again. Something in the back of her mind was telling her to trust him. She wasn't sure what it was.

"Stay out of it, Willow," Rose snapped. Willow gaped in silence at her cousin. Rose was almost never mad at her. She stood up and went to stand by the window, staring out in space at Earth, not wanting Rose to see how much her words had hurt her. She was determined not to cry though. Now that she thought about it, she cried way too often. She was a regular old bawl baby.

The Doctor sat up and looked away from Rose.

"I'm just the Doctor," he said.

"From what planet?" Rose shot out.

"Well, it's not as if you'll know where it is!" the Doctor said, exasperated.

"Where are you from?" Rose said again, getting more frustrated. Half at herself and half at the Doctor. Why wouldn't he just answer her questions? If he would've just answered them, she wouldn't have snapped at Willow like that, hurting her cousin.

"What does it matter?" the Doctor said.

"Tell me who you are!" Rose said, really pissed off now.

"This is who I am, right here, right now, alright? All that counts is here and now, and this is me!" the Doctor said, equally as angry now.

"Yeah, and we're here too because you brought us here, so just tell me!" Rose shouted out.

The Doctor stood up off the steps and walked away from Rose, standing by Willow that overlooked the planet below.

"Earth Death in 20 minutes. Earth Death in 20 minutes," the computer voice sounded.

Rose got up and followed the Doctor, but more slowly.

"Alright...as my mate Shareen says...don't argue with the designated driver..." Rose said, sounding tired.

The Doctor smiled at Rose, without facing her, knowing that she had given up for the time being. Rose sighed and pulled her mobile out of her pocket.

"Can't exactly call for a taxi...there's no signal. We're out of range. Just a bit!" Rose said, trying to make a joke to ease the tension.

"Tell you what..." the Doctor said. He took the phone from Rose and held out his hand expectantly to Willow.

"Sorry, don't have one," she said, a bit dejected. It still hurt her quite a lot that Rose had yelled at her for no reason. She had only been saying out loud what her gut had been telling her. That and the little whispering voice in the back of her mind.

"No mobile? Okay, then. With a little bit of jiggery pokery..." The Doctor took off the back of the phone.

"Is that a technical term, 'jiggery pokery'?" Rose asked teasingly.

"Yeah, I came first in jiggery pokery, what about you?" the Doctor asked.

"Nah, failed hullabaloo," Rose said with a slight laugh. A ghost of a smile appeared on Willow's lips at her new friend and her cousin's antics. They make quite the pair, Willow thought to herself. And here I am, the third wheel, like always.

"Oooh," the Doctor said and he fit in a new battery and handed the phone back to Rose. "There you go."

Rose took the phone and looked at the Doctor uncertainly. He nodded and Rose dialed Jackie's number and put the phone to her ear. It started ringing. Willow looked between the mobile and the Doctor, amazed. He just continued to surprise her.

"Hello?" Jackie said, answering.

"Mum?" Rose asked in amazement.

"Oh, what is it? What's wrong? Is Willow all right? What have I done now? Oh, this red top's falling to bits! You should get your money back. Go on! There must be something, you never phone in the middle of the day!" Jackie said, rambling on like she always did, making Rose laugh. Willow smiled slightly at her aunt's voice.

"What's so funny?" Jackie asked.

"Nothing! You all right, though?" Rose asked.

"Yeah! Why wouldn't I be?" Jackie asked, bewildered why her daughter was asking that.

"What day is it?" Rose asked, suddenly curious to know how long they had been away.

"Wednesday. All day. You got a hangover? Oh, I tell you what, put a quid in that lottery syndicate, I'll pay you back later," Jackie said.

"Yeah, um, I was just calling 'cause I might be late home. Willow, too," Rose said.

"Is there something wrong?" Jackie asked.

"No! I'm fine! Willow's fine! Top of the world!" Rose said. Willow actually grinned this time at the pun.

Beside her, the Doctor laughed at the literal sense of Rose's words. That swooping feeling happened in Willow's stomach at the sound of the Doctor's laugh. It was a nice laugh, she liked it.

Jackie hung the phone up and Rose pulled her mobile away from her ear, stunned.

"Think that's amazing, you want to see the bill," the Doctor said, joking.

"That's brilliant," Willow breathed and the Doctor beamed at her, causing her to go bright red.

"That was 5 billion years ago. So...she's dead now. Five billion years later, my mum's dead," Rose said.

"Bundle of laughs, you are," the Doctor said.

The ship suddenly shuddered and Willow looked up in bewilderment.

"That's not supposed to happen," the Doctor said, sounding pleased and curious. The Doctor, Rose, and Willow made their way back to the Manchester Suite, where all the aliens were gathered. Willow entered the room a little warily, looking around. Nope, it wasn't a dream. It was all surreal.

"That wasn't a gravity pocket," the Doctor said. "I know gravity pockets and they don't feel like that."

The Doctor started messing around with a control panel next to the door, leaving Rose and Willow quite clueless. Jabe approached them, causing Willow's eyes to widen in wonder again. The tree really was beautiful in her own way.

"What do you think, Jabe?" the Doctor asked. "Listened to the engines—they pitched up about 30 hertz, is that dodgy or what?"

Willow felt that same clenching in her chest again. She still didn't understand why she was having it, though, as the Doctor talked to Jabe and ignored her and Rose. She narrowed her eyes at the Time Lord and then turned away from him, looking out into the room.

"It's the sound of metal, it doesn't make any sense to me," Jabe said, not understanding what the Doctor was asking.

"Where's the engine room?" the Doctor asked.

"I don't know," Jabe said. "But the maintenance duct is just behind our guest's suite, I could show you. And...your wives."

"They're not my wives," the Doctor said, amused by that.

"Partners?" Jabe asked, confused.

"No," the Doctor said.

"Concubine?" Jabe asked.

"Nope," the Doctor said.

Jabe looked at both Rose and Willow. Willow returned the tree's gaze, now a little put off by her, though she was still beautiful.

"Prostitutes..." she said.

Willow gaped her mouth open in horror. That was totally insulting. She wasn't a prostitute! How dare the Tree...

"No—" was all she managed to squeak out as her face was the colour of her hair.

"Whatever we are," Rose said, also insulted, "it must be invisible, do you mind? Tell you what, you two go and pollinate, we're going to catch up with family. Quick word with Michael Jackson." Rose slipped her arm through Willow's and pulled her over to Cassandra. Willow sent a small glare back at the Doctor and Jabe before whipping her head back around to look at Cassandra in disgust.

"Don't start a fight," the Doctor said to the girls. "I'm all yours," he said to Jabe.

"And I want you home by midnight!" Rose called to the Doctor, who grinned at her.

Rose caught the look on Willow's face, which was anger (and that clenching in her chest again) and asked, "Are you alright, Willie?"

"Just peachy," she grumbled, clenching her jaw tightly, as well as her fists down at her sides.

"Are...are you jealous?" Rose asked, sounding unsure, but it made sense.

"What?! N-no!" Willow cried out, protesting a little too much and Rose smiled a secret smile to herself. So, Willow had a crush on the Doctor but didn't realize it. Rose giggled behind her hand quietly, but then her smile dropped as the computer voice announced again.

"Earth Death in 15 minutes. Earth Death in 15 minutes," the computer voice announced.

Rose went over to talk to Lady Cassandra, who was THE Last Human. Little did everyone on board (except for the Doctor, Rose, and Willow, obviously) that Rose and Willow were also human. Willow wrinkled her nose in disgust. There was no way this flat piece of skin was human. No way at all.

Rose, Willow, and Lady Cassandra all stood next to the window, looking out at the sun and Earth. Willow edged further away from the skin, not wanting to be too close to her. Her nose wrinkled up again as she smelled a funny smell coming from 'the last human' which smelled awfully a lot like formaldehyde.

"Soon, the sun will blossom into a red giant, and my home will die. That's where I used to live, when I was a little boy down there. Mummy and Daddy had a little house built into the side of the Los Angeles Crevice. I had such fun," Lady Cassandra said with a sigh, reminiscing.

"What happened to everyone else? The Human Race—where did it go?" Rose asked, curious to know what the future was like.

"They say Mankind has touched every star in the sky," Lady Cassandra said, disgust colouring her voice.

"So, you're not the last human," Rose said.

"I am the last pure human. The others...mingled. Oh, they call themselves 'New Humans' and 'Proto-humans' and 'Digi-humans' even 'Human-ish' but you know what I call them? Mongrels," she ended in a whisper, now very obviously disgusted.

"Right. And you stayed behind," Rose said, as Willow tried very hard not to gag at the smell that assaulted her nostrils.

"I kept myself pure," Lady Cassandra said proudly.

"How many operations have you had?" Rose asked, revolted.

"708. Next week, it's 709, I'm having my blood bleached. Is that why you two wanted a word? You could be flatter, Rose and Willow. You both have got a little bit of a chin poking out," Lady Cassandra offered to them.

"I'd rather die," Rose said flatly.

"Me, too," Willow said with a shudder, feeling like throwing up.

"Honestly, it doesn't hurt-" Lady Cassandra said.

"No, I mean it. I'd rather die. It's better to die than live like you—a bitchy trampoline," Rose said venomously.

"Rose! That's rude!" Willow exclaimed and then whispered, "But true."

"Oh well. What do you know," Lady Cassandra said. "What about you, dear?" she asked Willow.

"Hell no," Willow said firmly, causing Rose to grin like a maniac.

"I was born on that planet. So was Willow. And so was my mum, and so was my dad and that make us officially the lat human beings in this room, 'cause you're not human. You've had it all nipped and tucked and flattened till there's nothing left. Anything human got chucked in the bin. You're just skin, Cassandra. Lipstick and skin. Nice talking. C'mon Willow," Rose said.

Rose walked off, Willow very gladly following after her. Anything to get her away from that nasty smell. She took a deep breath of fresh air in relief. As they strode through the room, Willow caught sight of the Adherents of the Repeated Meme, watching them leave. She shuddered. She had a bad feeling about them deep in her gut.

"You know, Rose, that was a bit rude," Willow said, chewing her lip and rubbing her scar. She hated being rude to people or making anyone mad at her. It made her feel sick to her stomach to think that someone was angry with her and it was her fault.

"Yeah, well, so was she," Rose said flatly.

The two of them had left the Suite for peace and quiet and were wandering down a corridor not far away. As they were talking about what they thought of all this, if they should continue traveling with the Doctor (Rose and Willow weren't quite sure on that yet), they noticed the Adherents of the Repeated Meme were walking towards them from the opposite end of the corridor. Rose smiled at them and Willow flattened herself against the wall to try to pass by them, but the Adherents stuck both of the girls in the heads, sending them to the ground. Once the girls were unconscious, the Adherent dragged them off out the corridor, and into one of the rooms that lined the hall.

When Willow woke up, she was groggy and had a slight headache along with a bump where she had been hit. There was music playing loudly and she recognized it as Brittany Spears, 'Toxic'. Beside her, Rose was sitting up, rubbing her head.

"Are you okay, Rosie?" Willow slurred slightly, trying to fully wake.

"Fine, you?" Rose asked in concern.

"Alright enough," Willow said, shaking her head to try and clear it.

"Sunfilter descending. Sunfilter descending," the computer voice said, startling Rose and Willow into standing. They run to the door and tried opening it, but it was locked and instead started knocking frantically.

"Let us out!" Rose yelled, starting to panic

"Please, let us out!" Willow yelled, also starting to freak out.

"Sunfilter descending," the computer voice repeated.

"Let us out! Let us out!" Rose screamed.

"Anyone in there?" they heard the Doctor ask from the other side of the door.

"Let us out!" both Rose and Willow screamed at the same time.

"Oh, well, it would be you two," the Doctor said, exasperated.

"Open the door!" Rose yelled.

"Hold on! Give us two ticks!" the Doctor told them, trying to keep them calm.

"I don't think we have two ticks, Doctor," Willow whispered, scared. She was sweating heavily as the sun level was just above their heads, heating up the room greatly. The whole room started smoking as the sunfilter descended and Willow started coughing.

"Sunfilter descending. Sunfilter descending," the computer voice kept repeating. Suddenly, it changed. "Sunfilter rising. Sunfilter rising."

Inside the viewing gallery, both girls sighed with relief and hugged each other. They were going to live!

"Sunfilter rising...Sunfilter descending," the computer voice said.

"This is just what we need. The computer's getting clever," the Doctor said, as the cousins started screaming again.

"Will you stop mucking about!" Rose yelled.

"I'm not mucking about, it's fighting back!" the Doctor yelled back.

"Both of you stop arguing!" Willow yelled. "And open the door!"

"Open the door!" Rose yelled.

"Hang on!" the Doctor yelled.

Both girls looked at the descending sunfilter in alarm and ran down the stairs and flattened themselves to the floor to buy themselves a little bit more time. Willow lay on her stomach with her arms over her head (not that it would help any), while still sweating heavily from the heat. Her hair was sticking her to face and neck and her blouse clung to her body uncomfortably.

"The locks melted!" Rose yelled in alarm.

"Sunfilter descending. Sunfilter descending," the computer voice repeated yet again. It changed again. "Sunfilter rising. Sunfilter rising."

Panting and out of breath (and taking the small opportunity of the rising sunfilter), Willow got up and ran back to the door, Rose right behind her. The Doctor still couldn't open the door, though.

"The whole thing's jammed. I can't open the doors. Stay there! Don't move!" the Doctor yelled, sounding like he was running away.

"Where're we gonna go? Ipswich?" Rose screamed back, terrified.

"Earth Death in 5 minutes," the computer voice said.

"We're gonna die," Willow said, sadly, but accepting her fate. She sat down heavily on the steps and hugged her knees to her chest. Rose sat down beside her and put her arm around her shoulders. The two of them were going to die out in space, billions of years in the future, not going to see any of their family again.

"I'm so sorry, Willie. I shouldn't have brought you with me. It's my fault," Rose said, leaning her head on Willow's shoulder. They were both taking the last minute or so of their lives to say goodbye to each other.

"Don't be daft, Rosie. I wanted to come," Willow said quietly, sighing. "And it's okay."

"Earth Death in 2 minutes. Earth Death in 2 minutes," the computer voice said.

"At least we're together," Willow whispered to Rose, taking her cousin's hand in her own.

"Yeah, that's good," Rose whispered back.

"Heat level—critical. Heat levels—critical," the computer voice said. "Heat levels—rising. Heat levels—rising. External temperature—5 thousand degrees. Heat levels—rising. Heat levels—rising."

The glass windows in the room started to crack. The cousins hugged each other tightly, waiting for the inevitable to happen.

"Heat levels—hazardous," the computer voice stated. Willow jumped up off the stairs, pulling on Rose's arm and they backed up, wanting to get away from the glass before it shattered. They cower against the farthest wall away from the windows, trying to make themselves as small as they possibly could.

"Shield malfunctioning. Shields malfunctioning," the computer told them.

Rays of sun blasted through the cracks in the glass, burning holes in the wall near the girls. Both Rose and Willow screamed in fear. Willow had to work and concentrate on dodging each blast of the sun that came through the glass, trying not to get barbequed.

"Heat levels—critical. Heat levels—critical," the computer said.

The sunlight hit the wall on either side of the girls. Willow screamed again in fear. Even thought she had accepted the fact that they would die, human nature took over to try and survive in any way she could as she still worked to live.

"Heat levels—rising. Heat levels—rising," the computer announced. Willow was really starting to hate that computer.

The walls around Rose and Willow started burning like crazy, actually catching fire. The heat in the room was insanely hot. Willow was sweating so bad that she was sure her once white blouse was now a different colour and very see-though.

"Planet explodes in 10...9...8...7...6...5...4...3...2...1," the computer counted down.

Willow closed her eyes and waited for the end to come, knowing there wasn't a way out of this situation, but it never happened.

"Exoglass repair. Exoglass repair," the computer says. The glass in the room repaired itself and the walls stopped burning, though the heat didn't leave. Willow cracked open eyes into a squint, looking around and panting heavily. She went over to the doors, along with Rose, to try to open them and they did, like they had never been locked in the first place. Willow walked back into the observation gallery, where the aliens are sitting around, wounded or dead. She was still panting from all the smoke that had been in the room, and tried to get her heart rate under control again.

The Doctor entered the room a moment later, but he walked right past Rose and Willow, much to their confusion, and went straight to the Trees. He muttered some words to them and placed his hands on their shoulders. He then walked back over to Rose and Willow.

"Are you alright?" Rose asked in concern, as he was all sweaty and dirty with a scrape here and there. He also looked very pissed off.

"Yeah, I'm fine. I'm full of ideas, I 'm bristling with them. Idea number one—teleportation through five thousand degrees needs some kind of feed. Idea number two—this feed must be hidden nearby," the Doctor said forcefully.

He stomped over to the ostrich egg and broke it open. Out fell a teleportation feed. The Doctor picked it up and said, "Idea number three—if you're as clever as me, then a teleportation feed can be reversed."

He twisted the feed. Lady Cassandra appeared, gloating proudly.

"Ah, you should have seen their little alien faces," Cassandra was saying. She finally seemed to notice where she was. "Oh."

"The Last Human," the Doctor said, his voice full of digust.

"So. You passed my little test. Bravo. This makes you eligible to join the er...the human club," Lady Cassandra said, making it up on the spot.

"People have died, Cassandra. You murdered them," the Doctor said angrily and Willow shuddered at his tone of voice.

"It was her that did all of this?" Willow asked, shocked. It seemed the human race didn't change much after all, even if was just a bitchy trampoline.

"That depends on your definition of 'people.' And that's enough of a technicality to keep your lawyers dizzy for centuries. Take me to court then, Doctor! And watch em smile, and cry, and flutter..." Cassandra rattled off.

"And creak?" the Doctor asked, a little smug.

"And what?" Cassandra asked.

"Creak! You're creaking," the Doctor said.

Cassandra's skin was tightening and her eyes were starting to become bloodshot. Her skin was also becoming whiter and whiter. Cassandra was starting to panic, a lot.

"What? Ah! Ah! I'm drying out! Oh, sweet heavens! Moisturize me! Moisturize me! Where are my surgeons? My lovely boys! It's too hot!" She exclaimed, starting to get covered in red spots.

"You raised the temperature," the Doctor explained to her

"Have pity! Moisturize me! Oh, Doctor!" Cassandra said, terrified.

"Help her," Rose whispered, shaken.

"Please, Doctor," Willow said, horrified that he would just let her, a murderer, yes, but a person nonetheless, die.

"Everything has its time and everything dies," the Doctor said harshly.

"I'm...too...young!" Cassandra said, shriveling up.

Cassandra exploded, causing Willow to gasp loudly and tear up. Despite Cassandra's attitude toward them, she was still saddened to see someone die right in front of her eyes. The Doctor looked like he was cold and uncaring. He left the room, leaving Rose and Willow behind. Willow was just gaping after him, getting a sick feeling in her stomach

"Shuttles 4 and 6 departing. This unit now closing down for maintenance," the computer voice said.

Everyone had left the Manchester Suite, except for Rose and Willow, who were both standing at the window watching the Earth burn. Willow felt a great sadness inside of herself as she watched the planet die below her. Rocks flew past the window and Willow only slightly turned her head around as she heard the Doctor's footsteps as he stood behind her and Rose. Willow touched her face and was surprised to find tears going down her cheeks. But she was sure that it wasn't from watching the Earth burn. It was from the cruelty and coldness of the Doctor. He could have saved Cassandra and had her arrested, not let her die painfully.

Rose was just as tearful as she said, "The end of Earth. It's gone. And we were too busy saving ourselves, no one saw it go. All those years...all that history and no one was even looking. It's just..."

The Doctor held out his hands to each of the girls. "Come with me. Both of you."

Rose and Willow each took one of each of his hands and they all walked out of the room together and back to where the Tardis was parked. They entered and the Tardis dematerialized and traveled back to 2005. Willow stepped out of the TARDIS, looking around in the crowd, seeing all of the humans with happiness all over her face and in her heart.

"Look at all the people!" Willow said joyfully.

"Big issue!" a issue seller called out.

"You think it'll last forever. People, and cars and concrete. But it won't. One day, it's all gone. Even the sky," the Doctor said. Willow turned her attention to the sky, taking in a deep breath and its beauty. "My planet's gone," the Doctor added, telling Rose and Willow something personal about himself.

Willow turned to look at him sadly. This was the first time he had really mentioned anything about himself and it was horrible, to have your planet completely gone.

"It's dead. It burned like the Earth. It's just rocks and dust. Before its time," the Doctor said, a deep sadness present in his eyes.

"What happened?" Rose asked, curious.

"There was a war. And we lost," the Doctor said.

"A war with who?" Rose asked.

The Doctor didn't answer. He seemed like he was lost in thought.

"Who was it?" Willow asked softly, gently touching his arm, ignoring the tingles that traveled up her arm, making her heart beat loudly and quickly. He still didn't answer.

"What about your people?" Rose asked, almost afraid of the answer.

"I'm a Time Lord," the Doctor said. "I'm the last of the Time Lords. They're all gone. I'm the only survivor. I'm left traveling on my own because there's no one else."

"There's me..." Rose said.

"And me, that's if you'll have me," Willow said softly, knowing that she was useless.

Rose smiled at the Doctor, trying to cheer him up.

"You've both seen how dangerous it is. Do either of you want to go home?" the Doctor asked.

Willow looked at him for a few seconds, thinking. Yeah, it was dangerous and they nearly died, but they had saved people, good people. Also, it was pretty exciting.

"I don't know. I want..." Rose broke off and sniffed the air like a bloodhound. "Oh! Can you smell chips?"

Willow also took in a deep breath and breathed out, "Ooh, yeah!"

The Doctor laughed and said, "Yeah. Yeah!"

"I want chips," Rose said, deciding.

The Doctor smiled and said, "Me too."

"Me three," Willow piped up and they all laughed. Willow had meant that by wanting chips, she still wanted to travel with the Doctor and she knew that Rose meant the same, but also wanted chips. Rose was like a chip queen. Willow was forever making chips for Rose for lunch and dinner and sometimes even breakfast. She sighed happily.

"Right then, before you get me back in that box, chips it is, and you can pay for us," Rose said, looping her arm through Willow's.

"No money," the Doctor said, shrugging his shoulders.

"What sort of date are you? Come on then, tightwad, chips on me," Rose said, rolling her eyes.

The Doctor smiled at her and Willow, knowing that they were going to stay with him.

"Don't worry, Rose, I've got this. I kept some money in my pocket," Willow said, knowing that Rose didn't really have any money on her. "But you both owe me."

"We've only got five billion years before the shops close," Rose said, joking.

They walked down the streets, laughing, Willow leaning on one shoulder of the Doctor's, and Rose on the other. Just the three of them, against the universe.