They flew for nearly two hours, above towns filled with flickering lights, above fields and above houses. They were low enough to see people on the streets, walking along in small groups or alone, waving to each other at street corners and shouting muted greetings as they went by. They flew above isolated farm buildings, with whitewashed walls and stone tiled roofs, many with gently smoking chimneys. They flew above sculpted gardens and kidney-shaped swimming pools and great, carved statues that rose many feet into the air. Everywhere were signs of a living community; a bustle of life that went beyond the drastic cuts in population. Everywhere were signs of life continuing as normal, of people making the best of hard times. There was nothing that suggested that it would all soon be gone. Mike wanted to believe, as they flew over one small village, that it was all nothing more than a mistake. That this planet would carry on here as always, and that the people would still be living this way in a hundred years. He caught Karys' eyes upon him, and turned to look at her.

"It's beautiful, isn't it." Her expression was accusing, as though it were him threatening her people with destruction. He took one final glance out of the window, at what looked very like a cricket pitch at the edge of the village, before they had flown past and left it all behind them.

"It reminds me of home." He wondered how he would feel, if it were Earth facing such a fate; if K'anpo had come to him, unknown and bizarre, with his predictions and his accusations.

"Where is home?"

He was surprised by her interest, but all that he could do was to shrug. "I haven't a clue. We call it Earth, and it's in a solar system with eight other planets. It's the third one out from our star. Small place, although it doesn't look like it from the ground. All blues and greens and swirling white cloud. Just like here."

"No wonder we seem so alike at first glance." Her eyes travelled to K'anpo, who appeared to be dozing. "But not him. He's not from your Earth."

"No, he's not." Mike did not venture the details that he thought she might be angling for. K'anpo himself was very free with the information that he offered, but the spasmodic secrecy of the Doctor had encouraged Mike himself to leave the ways and identities of Time Lords hidden from casual observers. "His race is far older than yours or mine."

"Then perhaps--" She broke off at a hail from the cabin, and got to her feet. "Excuse me. I think that we may be about to land."

"Of course." He watched her as she made her way to the front of the vehicle, and found himself enjoying the view in a lazy way that annoyed him faintly. Here they were, on the brink of destruction, facing who knew what and when, and he was admiring the figure of a woman who still seemed likely to blast him if he gave her sufficient excuse. He smiled to himself. It was at times like this that he found himself missing Sergeant Benton. At least then there was somebody of like mind to compare notes with. He felt the ship going in to land, and snapped his mind to more immediate tasks. It was like a military operation, and whatever K'anpo might have taught him, and helped him to become, he was still a soldier. He probably always would be.

They landed in a secluded valley, where the ruins of old buildings peered up through thick creepers and heavy coatings of bramble. Many of the stones making up the ruins bore engraved symbols, and K'anpo crouched down to get a closer look. The enthusiasm shone in his eyes, and Mike smiled to see his friend's joy at this latest discovery. Major Karys looked less impressed.

"They're just ruins," she said, clearly without any archaeological fervour. "Old stones, dead buildings."

"They are part of history, my dear." K'anpo frowned up at her as though she were some dreadful philistine criticising the latest work of a famous artist. "And history is never dead."

"What are these buildings?" Trying to change the subject, Mike pulled away a thick section of bramble to reveal a long slab of stone intricately carved with what appeared to be runes. Many of them looked familiar, as though they might have been similar to the runes used by ancient civilisations on his own planet. "They seem to be important. These don't look like builders' marks."

"They're not." K'anpo was peering at this new treasure as though it were a newly rediscovered breed of animal, previously thought to have been extinct. "I would say that these buildings were part of an ancient fortress, but I can't make out what it was intended to guard."

"The Cities of Gold." Rachda ran his hands over the runes, pointing out isolated examples. "This symbol here represents treasure, and that one power. This one here..." he hesitated over a particular design, "represents new birth and redirection. Not creation so much as a form of exorcism." He shrugged. "It probably refers to the Great Plague. The people of this planet took refuge in the Cities of Gold at the time of the plague; nearly a thousand years ago now. When they left the Cities to return to their old life it was seen as a time of complete rebirth; the old was purged completely to make way for a reborn civilisation. These forts were abandoned then. Many tales among the people of this planet talk of these places as taboo; places filled with ghosts of the past. Nobody comes here."

"Fascinating. Absolutely fascinating." K'anpo was nodding. "I had noticed, of course, that gold seems to be a particularly abundant element here. Your own headquarters had several very rich veins that nobody seemed to bother with."

"Gold was once as easily available as water." Rachda fingered his necklace. "Other civilisations considered it to be a rarity, and they bought great amounts of it from us, back when we still traded with other planets. That was hundreds of years ago. It's rarer now, but we've never thought of it as a precious metal. It's used in medals, and these necklaces of merit, as a nod to the old world. Gold was the great symbol of our planet in the days before the plague."

"All very fascinating, I'm sure." Karys glared at him, daring him to speak further. "But we came here for a reason, remember? It had nothing to do with history lessons."

"There's always time to learn something new." K'anpo shielded his eyes, staring into the rising sun to look into the distance. "I wonder where these Cities of Gold are?"

"They still exist, but nobody save the Embellished comes out this far now. I've never seen the Cities." Lonis looked as though he were trying to remember something; some long-forgotten lesson from his school days most likely. "They were huge, and the buildings were made almost entirely of gold; except for the supporting beams and the rafters of course. Great bricks of gold were laid for the foundations. The streets were paved both with gold and with white stone, and many of the houses were roofed with a form of thatch, made from spun threads of golden wire. At least, that's what the stories say. Like Rachda says, hardly anybody has come out this way since our people abandoned the cities close to a thousand years ago. I always wanted to come here, but the Embellished like to be left alone."

"You still see them as ogres, don't you." Karys looked angry and hurt, but Lonis showed no signs of remorse.

"Maybe the ones that you mix with aren't, but you know as well as I do that the ones who live out here have gone a whole lot further than little additions to their arms, to increase their strength. The people we're likely to meet out here are nothing like you."

"That doesn't make them criminals, or murderers." She shouldered the heavy laser rifle that she had brought along. "Come on, we've waited here for long enough. I want to get to the colony as quickly as possible."

"Which way?" K'anpo was looking hopeful, as though anxious that their journey should take them near to the Cities of Gold. Mike sympathised in a way. In just a few days the Cities would be unreachable on a gravity-less rock devoid of pressure or oxygen, and it seemed a terrible shame that a sight which had once clearly been magnificent should be so lost. He wondered if K'anpo had a camera handy.

"Follow me. The scanners in the hover-car picked up signs of life over this way." Rachda set off without waiting to see if they were following him, and the little group hurried to catch him up. Karys had lapsed back into silence, and although Mike walked alongside her, trying to spur her to speech, she did not venture a single comment for some time. It was not until they rounded the crest of a hill and looked down upon a small, rocky valley that she broke her long silence, shielding her eyes as she stared down into the sloping space before them. A fleet of spaceships stood there, gleaming silver in the rising sun, clearly ready and waiting to take off. She frowned.

"They have ships."

"Lots of ships." Mike let his eyes drift over the expanse of metal. "Enough for thousands of people."

"And they haven't said anything." She looked hurt. "They could have helped us with our own projects. They must know that our ships aren't anywhere near ready."

"Perhaps they don't care." He spoke the words softly, holding her eyes with his own. She glared at him.

"Perhaps they couldn't make the others listen. Nobody outside our action group seems prepared to accept what's going on. The Embellished can't be blamed for looking after their own first, given that nobody else seems likely to do anything."

"I hope that you can go on believing that." Mike turned to the others. "We should tread carefully from now on. It looks as though we may have been right to have landed so far away."

"Perhaps we should split up, and take different routes down," Rachda suggested. He drew a gun, checking its load. Karys shook her head.

"Five of us is too many. Captain Yates and I will go down, and you others will stay here. I know many of the Embellished, and they're more likely to talk to me than they are to you. Yates and I can be down and back out of there quicker than the rest of you; that is, if he's the military man he claims to be."

"I am." He glanced over to K'anpo. "Is this alright with you?"

"Fine my boy. Perfectly fine." The little Time Lord seemed happy enough with the arrangement, as though glad of the opportunity that it would give him to discuss more of the local history with Rachda and Lonis. "Be careful and be quiet, and don't take any unnecessary risks. Remember that you don't have to make contact with the Embellished. We just want to know what they're doing."

"Of course." Mike turned to Karys. "Lead on Major."

"This way."

They climbed quickly down the steep path, giving the rows of gleaming spaceships a wide berth. Soon the loose rock and dusty stone gave way to wiry grass, and then to thicker, better vegetative growth. There were marks in the ground, in the deep, damp soil which now formed their pathway; footprints by all appearances and yet huge and squared-off, as though made by sets of particularly large and heavy boots. Mike crouched down beside them.

"I'd hate to see the size of the chap that left these," he commented lightly. Karys looked unimpressed.

"Artificially large boots, used to discourage outside interference," she said a little snootily, as though it were an every day occurrence to see such a thing. "It's a trick we sometimes use in the military, when we're out on manoeuvres. People will believe anything, if the circumstances are right."

"And what if these aren't a trick?" Mike didn't wait for an answer, but merely straightened up and took the lead, moving cautiously past the cover of the adjacent trees. Up ahead he could see a cave; a large opening in the rock that looked manmade. The edges of the entrance were smooth, almost entirely round and marked at the edges as though with the remnants of a blast charge. Karys nodded.

"Headquarters," she said with confidence. "Come on."

"Hold it." He grabbed her wrist and she glared at him, reminding him with a flicker of one eyebrow that she could throw him aside without breaking a sweat. "We can't just march in there."

"These people are my friends. I'm one of them."

"Not one of them." He shook his head, trying to think of the best way to convince her. How could he tell her, a complete stranger, of the way things were? Of how K'anpo's theories, no matter how half-baked or unpleasant they might sound, had a way of always proving themselves true? Mike had learnt to trust the Time Lord in a way that he had never trusted anybody before, with the possible exception of the Doctor. Even the Brigadier, the most important figure in Mike's life until just recently - maybe even still - did not have the kind of power of personality displayed by the little Time Lord; and he certainly was not proved right nearly so often. K'anpo's judgement, to say nothing of his unerring instincts, could not be ignored. "I've seen things, Karys. All kinds of things. Men turned into slaves by computers; men corrupted by dreams of all manner of things, things that turned them against their own kind... If these people are the enemy; if they are responsible for the illness suffered by your people, you can't just go marching in there. It's worth a thought, isn't it? A little consideration?" A thought occurred to him. "What about Sara? You've seen the pain that she's in. Haven't you? The way that it hurts her to bear that child. What if there was some way that you could help her? Some way that you could find to cure her? Isn't it worth a little stealth?"

"Perhaps." She glared at him, then twisted her wrist sharply. She had barely moved, and yet he felt his grip on her break. The ground came up to meet him, hard and unyielding, and he found himself looking up into her gun. "But I'm in charge here, Captain, and I won't have you trying anything like that again. Understand?"

"Right with you, Major. Absolutely." He climbed to his feet, brushing himself off. "Any ideas then?"

"This is your shout, Captain. If it were up to me we'd walk straight in there and introduce ourselves properly." She straightened her tunic, as though desperate to ensure that the seams remained dead-straight at all times, then frowned at the opening of the cave. "It's not big. I don't see how we can get inside without somebody seeing us. Perhaps there's a secondary entrance."

"There is." The voice was soft, and it came from so near to her that at first she believed it was Mike who had spoken - until she saw him staring past her, his face fixed in an expression somewhere between anxiety and woeful resignation. Slowly she turned. Before her stood a figure; a great, metal man who still bore some of the obvious signs of an organic form beneath his... She could not think of them as embellishments, even though it was obvious that that was how they had once started out to be. Quite suddenly she felt the attachments on her arms tingle, as though reminding her of their presence. Her eyes travelled up the massive body, wondering what she should say. Hi, I'm one of you, take me to your leader. Nothing seemed appropriate. She found herself looking into an empty face; a mask of white gauze framed in metal, a curious lamp-like attachment fixed to the top of the head in completion of the image of robotic likeness. Eyes that seemed still to be real stared solidly at her through holes in the lifeless face.

"Hello," she offered, somewhat lamely. "I'm looking for the Embellished."

"You have found them." The voice had lost its earlier softness, and now was loud and booming. There was nothing about it that suggested anger or rage, or even pleasure at their arrival. There was no welcome in the tone, and no sign that they were unwelcome, either. There was nothing at all.

"Great." Mike was grinning, stepping forward to take Karys' arm. "Well that's one more thing to strike off the list; something to tell the chaps about back at the club when we get home. We'll just be running along." He turned. Behind him, unheard in its arrival, stood another of the robotic Embellished. It was staring at him, lifeless, unmoving.

"Hi," he said quietly, wondering what he should do next. He thought about his gun, but common-sense told him not to go for it. A large arm reached out, the heavy metal hand at the end of it closing around his elbow. He winced involuntarily at the sudden pain, letting go of Karys. He sensed rather than saw her reaching for her weapon.

"No!" He tried to turn, tried to get to her, saw the weapon in her hand. She was turning to point it at the man behind her, but even as she was raising it the man was drawing his own. They fired at the same time, her laser bolt bouncing harmlessly off his chest in the same moment that his shot was obliterating the weapon in her hand. She gasped, staring at the smoking lump of molten metal now lying on the ground; and at her own, smoke-blackened fingers.

"Resistance is useless," the metal man told her, reaching out to grab her arm. "You will come with us."

"Yeah," she muttered disconsolately. "I think we probably will."

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The cave was merely the beginning of a vast underground network. Mike was not surprised; he had hardly been expecting to find an entire colony of Embellished living in one small cave so close to the open air. Together he and Karys were led down a long tunnel, sloping gently into the earth, beneath a smooth and rounded ceiling made of solid rock. The sides of the tunnel were dry, and there was no sign of dampness on the floor. All was as well kept as a hobbit's hole, which was a comparison that Mike could not get rid of. If only he could be sure that there was something as welcoming and friendly as a small man with hairy feet when he finally reached the end of the passage.

"You will enter here." They had reached a dead end, where there did not appear to be any means to enter anywhere, but almost immediately one of the Embellished stepped forward to press a hidden switch. A grating sound came from somewhere within the wall and a door slid up, revealing a long metal passageway beyond. There was no more of the functional but strangely aesthetically pleasing rock; in its place was the bleak, empty nothingness of metal. Mike had lost count of how many enemy headquarters he had been in - both willingly and otherwise - and the constant reappearance of metallic surfaces empty of character never ceased to amaze him. It was almost as though half of the universe's invaders and madmen all used the same firm of interior designers.

"Inside." The same man spoke; he was a man, Mike was sure - or at least he had been once. There was nothing about him now to indicate who he might have been, but his frame was that of a man and so was his voice. Mike considered trying to strike up a conversation; K'anpo always managed that at moments like this; but he could think of nothing to say, nor any real reason for saying it. Instead he did as he was told and entered the corridor.

They did not walk for long before they were ushered into a room. It was almost a perfect cube in shape, two of the walls lined with beeping, flashing instruments and controls of all sorts. A large square table stood in the centre of the room, with one of the Embellished standing beside it. He appeared to be glancing through a report, and did not at first look up. Karys, clearly not in the mood to be kept waiting, cleared her throat loudly.

"Excuse me?" She stepped forward, and none of the guards attempted to prevent her. "I said excuse me!"

"Be silent." The loud, semi-mechanical voice of the Embellished behind the desk boomed about the small room. The outraged major folded her arms.

"I demand to know why we're being treated like this. We were brought in here as prisoners, when all that we wanted was a chance to talk."

"We have no desire to talk with those of inferior race." The man did not even bother looking at her as he spoke, and she took another step forward.

"Last time I looked we were of the same race. We were all born on this planet, and we're all going to die here if we don't start working together. You have ships, the rest of the population needs them."

"Our ships are for our own people." At last the man turned to look at her, his empty eye-holes incapable of showing any emotion that he might have been feeling - which was not likely to be very much. "Your people will die in little more than twenty-four hours, when this planet leaves its orbit."

"And any others that do manage to escape will die soon enough, thanks to whatever it is that you've infected us all with." She was shaking her head. "I believed in you. I became one of you!" The metal man made a strange wheezing sound, which seemed to indicate that he might be laughing.

"You think that your minor adjustments make you the same as us?" He took a few steps towards her, his metal feet resounding loudly on the bare metal floor. "Look at us. Are we the same? You are flesh and blood, we are metal and electrical components. We are not the same."

"You still have organic matter inside you." Mike took a step forward, staring into the eye-holes which showed their evidence of living tissue within. "You're not robots, even if that's what you'd have us believe. You're not as superior as you think."

"You will be silent." The metal man barely bothered to look in his direction, but Mike persevered nonetheless.

"You couldn't break free entirely, could you. You need your perishable core, in just the same way as us. You may be metal on the outside, but inside you're just as human as the rest of us. That can be your undoing."

"You know nothing." The big creature stared down at them, its empty face allowing them to see nothing of the thoughts going on inside its brain. "You are alone?"

"Yes." Karys hung her head, in imitation of sorrow at a supposedly bitter mistake. "Yes, we are. But there are others who will come from the towns, if we don't return."

The metal man made a grunting noise that sounded very much like a dismissal. "Let them come. By the time they arrive we will be gone. They will have time only to realise that before they and the rest of your pitiful people perish along with the atmosphere." He leaned closer to her, and she recoiled slightly from the sweet, oily vapour coming from the metal unit on his chest.

"Why?" She tried to step back from him, but she could feel his metal fingers pressing into her arms. She struggled, but even her embellished strength could not help her to break free. "Why are you doing this?"

"We will be supreme." The empty eye-holes stared at her, cold and unmoving. "We will spread across the galaxy and we will conquer. We intend to pilot this planet, once we have stabilised it, and we will use it to help us destroy those who are weak. Those who are like you. The weak must perish."

"I'm not that weak." She stared into the eye-holes, trying to look into the creature's organic core as though that way she could somehow appeal to it; to make it see sense. She was thinking of it more as an it, she realised with a jolt. It was no longer a he in her eyes; no longer a man, or even one of the Embellished. It was a creature. She wanted very much to pull away, to get as far from this cave as she could, and never to look back. She wondered if things might have been different, if she had believed Mike and K'anpo earlier.

"You are insignificant," the creature told her, his heavy, booming voice breaking the long word up into staccato syllables. "You will die."

"Well thankyou." She turned her head back to look at Mike, now standing several paces away. He was staring at the electrical equipment on the walls as though wondering if there might be something that he could do with it. "Do we get a last request?"

"Be silent. You will accompany the guards to the place of execution." Heavy hands seized her shoulders and she was shoved towards the door. Mike stumbled next to her, and they came close to tripping over each other's feet as they were thrown into the corridor.

"Any plans?" she hissed at him, her voice a little too hopeful to inspire great confidence. Mike shrugged.

"I have a favourite in these situations."

"Which is?"

"A distraction, followed by a last, desperate bid for freedom. Running in blind panic is very underestimated on the whole." Despite herself she smiled at his words.

"Do you escape from the lairs of evil robots on a regular basis?"

"Only on weekdays. It used to be weekends, but I have better things to do with my Saturday evenings now."

"Anything special?"

"No, not really." He came to a halt, ignoring the pushes from their guards. "What are you doing this weekend?"

"I'll let you into a secret." She was grinning now. "I have no idea what you're talking about. If you're talking days and dates, our days have numbers, not names."

"How unromantic."

"I know. But if you want to introduce me to a Saturday evening, I'd be happy to share it with you."

"It's a date."

"Proceed!" A heavy blow came from behind, catching Mike between the shoulder blades. He stumbled and almost fell, the strength of Karys all that kept him on his feet.

"Take it easy my dear fellow. There's no need to push." He rubbed his arm, striding suddenly ahead to put some distance between himself and the enemy. "Get ready to run."

"We need a distraction." It was hard to whisper and to hurry and to avoid stumbling and to watch out for the guards, all at the same time. Karys wondered how long they had left to go before they arrived at their place of execution. It was a thought she would rather not have considered.

"I'll make a scene." Staring ahead, clearly already thinking, Mike kept his voice so low that she could barely hear him. "Just be ready to run."

"No." She grabbed his arm, jerking him to a halt that further enraged the guards. "I'll make the distraction."

"You might not be able to get out." His voice was firm.

"This is all my fault. We wouldn't even be here if I'd listened to you."

"That's not true."

"The prisoners will be silent. Advance down the corridor." The extra volume of the nearest guard's voice echoed along the smooth metal walls. Karys tightened her grip on Mike's shoulder. "I outrank you, Captain. When I say the word, get out of here. And don't look back."

"But I--"

"Please Mike." Her eyes were bright and earnest. "Just do it."

"Failure to obey will result in your destruction!" The closest guard was reaching out for Karys' hand, ready to tear it away from Mike's shoulder. She turned to face the metal monstrosity, her eyes staring deep into its synthetic skull.

"You're going to kill us anyway. Why should we co-operate?"

"You will obey me." A heavy laser pistol, of a design that she had never before seen, waved close to her face. "You will proceed down the corridor."

"You know what?" She planted a hand on the broad metal chest facing her. "You are really starting to annoy me." The laser pistol whirred menacingly, and she felt a strong desire to gulp. "If you're going to shoot me, go ahead and get it over with."

"The prisoners will--"

"No the prisoners won't!" She interrupted it, raising her voice in a loud, powerful yell that took her as much by surprise as it did the creature. "I've had it with you. You're just a bunch of nuts in metal suits. I probably knew all you jerks when you were kids. We probably went to the same school, hung out in the same places. I might even have dated some of you! Don't try the heavy act on me now. You're not impressing anyone."

"The prisoners will advance down the corridor." The second guard loomed over her, clearly unimpressed by her outburst. "You will--" It broke off, staring about as though perplexed. "Where is the male prisoner?"

"He has escaped." The first guard showed the first signs of real emotion that Karys had heard from any of her new enemies so far. Anger was clear in its voice. "He must be found."

"He's gone." Karys folded her arms. She was afraid, but she also felt very, very satisfied. "You'll never catch him."

"You will never know." The second guard pressed its laser pistol against her chest, pushing her hard against the smooth metal of the walls. "You are an enemy of the Embellished. You must be destroyed."

"Yeah." Her voice was sad, for she had hoped to get the chance to make her own escape and now it looked as though that was not going to happen. She raised her eyes, wondering who the man behind the mask was; what had been the name of the creature that was now going to kill her. She wasn't entirely sure if there was a true face behind the white gauze mask, but she could see the remnants of the organic, and now largely obsolete, eyes staring out at her through the holes. Behind the mask Kalton did not even think about what he was doing. The parts of his brain that remained organic might have been aware that he had once danced with Karys, fifteen years previously, at a cadet function. There might have been an echo, somewhere inside his head, of the day that he had dragged her from a lake, when she had fallen through the ice trying to rescue a school friend. He might even have remembered how they had held hands during the funeral, and led a eulogy together the day afterwards, as part of a special school assembly. If he did remember, he no longer cared. The only thought he had which went beyond his new loyalties was a reaction to the flash of green light caused by scattered chunks of his laser fire ricocheting off the metal walls of the tunnel. Green. His semi-human mind processed it, confused. It reminded him of something; but the something could not have been important. He left the body of the female prisoner lying still and silent in the corridor, and tramped off in search of the male.

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Mike ran, trying not to listen to the sounds in the corridor behind him. He did not want to hear the almost inevitable gunshot when it finally came. He ran as fast as he could, coming close to losing his footing more than once as he struggled on down the smooth metal tunnel. It reminded him of the Dalek cities on Skaro, with their long stretches of metal on the floors of all the corridors. Here the metal was not needed for static electricity. He had seen no evidence that these creatures needed it for mobility. It was almost as if they were using it as a shield; as though there were something - some element within the mountain around them - that they were trying to keep out.

"Halt!" He heard a shout, but did not see its source. He ducked instinctively, thanking Heaven for the lifesaving corner in the tunnel. Heavy metal footsteps clattered behind him, but he shut them out of his mind, concentrating instead on the way ahead. He reached the rock walls beyond the sea of metal; the last stretch before the cave. A jumble of noises echoed about behind him, but he ignored them all. He could see the cave now; the opening to the tunnel, where metal walls and smooth, carved rock gave way to the outside world. He redoubled his speed. He was so close now; so very, very close.

He erupted into the cave as though the hounds of hell were at his heels, which they very likely were. One lone member of the Embellished stood guard in the cave; a single man and yet as effective a blockage as an entire army. He was raising his gun before Mike had even had the chance to dodge aside. He thought of his own gun, taken by the enemy; then dismissed the thought. It would have had no effect on this metal man.

"Halt!" The voice of this new figure was no different to that of the others further down the tunnel. Mike skidded to a stop. He glanced back at the passageway, unable to keep his thoughts away from Karys. He wished he could believe that she was alive.

"I'm surrendering." He held up his hands in demonstration, his eyes fixed on the gun. The metal man took a few paces towards him, until he could feel the oily vapour of its breath on his face. The urge to recoil was powerful.

"Surrender is not an option." The gun pressed against his head. "You will be destroyed."

"Of course." His voice was calm, but his pulse was racing. It was all so easy; so natural for it to end here. The final curtain on a career of battling some of the most unpleasant races in all of the universe. "Mind if I have a last cigarette?" He held up his cigarette lighter, borrowed what felt like a century ago from a corporal in UNIT. It had been during that last operation together, when the dinosaurs had invaded London - a whole lifetime away. He clicked on the flame.

"Drop the weapon!" The metal creature swung its gun around, ready to shoot the lighter from his hands, and in that instant Mike reacted. He side-stepped, hurling the lighter at his enemy. It threw up one hand to protect itself from the sudden flash of fire, and Mike made a grab for the gun in its other hand. It swung its free hand at him, but he ducked just in time, trying for a Venusian Aikido move that might give him some advantage. He heard an angry growl from within the chest unit, and saw his lighter, jammed in the top of the unit, its little flame still spluttering gamely. Even as he stared at it it moved, falling inside the unit. The creature gave a howl, either of pain or just of rage Mike could not tell. He swung about with all of his body weight, throwing everything that he had into one, final twist. The gun came free in his hand and he crashed to the floor.

"Give me the weapon. Surrender!" The monster crashed towards him, and he staggered desperately to his feet. He could see a wisp of smoke coming from the chest unit, although the damage, he was sure, could not be too great.

"I thought surrender wasn't an option?" Mike levelled his new weapon at the creature and smiled grimly. It gave him no pleasure, but he knew that he had no alternative. He fired, watching as the metal man convulsed and collapsed, his wrecked chest unit bursting into flame. A low growling sound bubbled from the once human throat, and Mike turned away. He had seen and heard enough; there was no point in standing around to watch it in its death throes. He broke into a run, heading back up the slope towards the place where he had left his friends. He had to get them to safety. It was only as he stumbled up to the halfway point of the loose, stony slope that he thought about the cigarette lighter, and managed a smile that made him feel a good deal better. He had actually hoped to get around to returning it one day. He couldn't even remember why he had borrowed it in the first place; he had never smoked. A breathless grin managed to find its way onto his face, and with it came the strength to increase his pace. He could hear the sounds of pursuit behind him, and he still had a long way to go.

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"What's going on?" Rachda met him, grabbing his arms to pull him up the last few feet. Laser fire exploded in the air around them. "Where's Karys?"

"I don't know. Dead I think." Mike tried to catch a breath, but his lungs hurt and the mere act of breathing was painful. "We have to get out of here."

"You don't say." Rachda hurried him through the trees towards K'anpo and Lonis, waiting together just out of sight. "What happened down there?"

"We were caught." Mike leaned on a tree trunk, staring at his friend and teacher. The Time Lord looked as calm and as collected as always. "You were right K'anpo." The little man inclined his head in a nod that bore no trace of triumph.

"To be right is always pleasant, but as I get older I find myself wishing far more often to be wrong." He rose to his feet. "We had best return to our transport."

"Looks to me like that way is blocked." Lonis was staring through the trees. A row of Embellished was heading towards them, cutting them off from the immediate route back to their hover-car. "We'll have to take a detour."

"We'd better find a place to hide. There's no way we're getting anywhere with that lot after us." Rachda herded them all along the top of the slope, where beneath them they could see more of the Embellished climbing to meet them. Gunfire crackled and burst about them.

"This way!" Lonis had spotted an unguarded route, and they turned immediately to follow him. K'anpo moved more slowly than the others, and as Mike turned to leave he glanced back at the little Time Lord. His companion was looking gamely ahead, determined to keep up with his stronger, younger friends.

"K'anpo!" Mike scrambled back to him, ignoring the hand waving him away. "Let me help you."

"I can keep up Mike." K'anpo took a deep breath. "Don't underestimate me. I had hoped that you would have learned that by now."

"I'm not underestimating anybody - just pick your feet up!" Rachda was gesturing frantically for them to follow him, and they moved forward with new haste, running over the uneven ground. Mountains, hills and valleys lay below them in a mighty panoramic view of almost impassable countryside.

"Oh great." Lonis leaned on the nearest rock. "Where do we go from here?"

"What's that?" Mike, hurrying K'anpo along as best he could, pointed to where a giant streak of white marked the landscape. It looked as though it might have been a dome - a massive shape that stood apart from the rocks and browning grass of the other scenery.

"I'm not sure." Rachda shielded his eyes from the sun with a large, dirty hand.

"I am." Lonis was already starting down this latest incline. It bore more resemblance to a cliff than to a mountainside; an almost perpendicular slide of shingle providing minuscule support to a myriad of potential avalanches. "It's the Cities."

"The Cities of Gold?" Mike frowned. "They don't look very golden to me."

"That's the outside wall. It's built of stone because gold is too soft. It would never have lasted this long exposed to the elements." The young man cast a nervous glance back at the others. "Come on! We don't exactly have much of a head start."

"He's right. This way!" Rachda was falling over his own feet, slipping and sliding on the loose stone of the steep slope. "We can hide in the Cities!"

"That's if they're still standing." Lonis was still in the lead, unable in his haste to check back on the progress of the others. Mike held K'anpo's arm, running with him, keeping him going. The little Time Lord seemed exhausted, and the human was sure that it was only his superior physiology as a citizen of Gallifrey which let the older man keep up. Even so, his pace flagged. Clearly he would not be able to keep the pace up for much longer, but Mike was sure that he would regain his strength, at least to some degree, when he saw the place that was to be their refuge.

They stumbled on, barely keeping upright on the rough ground. Occasional shouts echoed behind them but all seemed safe enough; until they rounded a corner between two long lines of trees and came finally upon the wall; a vast, impassable barricade that bore no hint of welcome. It was made from massive blocks of white stone, towering far above their heads, reaching up into a point high, high in the sky. It was beautiful sure enough, for veins of gold had been worked into its construction, swirling in patterns of true beauty and great size; but no patterning could make it any the less of a monstrosity in the eyes of the four refugees. They stared up at it, stricken, unable to decide what to do next.

"It goes on forever." Rachda took a step back, staring up at the wall, looking from left to right. He could see no break in it, no end to it.

"Nonsense. It is finite, or it would cover the whole planet." K'anpo drew himself up to his full height, stepping out of Mike's steadying hold in order to look about. He ran his hands over the smooth stones. "Well we can't climb it, that much is obvious. It would take equipment that we simply do not have." He frowned. "And I would not recommend going around it. Somehow I doubt that we would find an entrance whichever way we turn."

"There has to be an entrance. Countless thousands of people; millions of people. They all hid in these Cities when the plague swept across the planet. They can't all have climbed over the walls!" Lonis stared back, looking into the distance. He could not see the hordes of the Embellished yet, but he knew that they would soon be coming.

"There is an entrance, but it would be something that would have meant something to your ancestors. They were hiding, remember. They built the Cities as a refuge, somewhere that other people could not easily enter. Think man. Both of you. What did they have then? What might they have used?"

"Gold." Rachda spoke it as a certainty. "If there's a key, it would be made of gold." He pulled the necklace from around his throat, and with sudden, clear intent, he held it out towards the wall. Nothing happened. He moved it, passing it across the veins of yellow metal running within the wall. From somewhere, faint at first, came the grinding of mechanical gears.

"You've done it!" Lonis ran forward, banging on the wall with his fists. Even as he did so a section of it was moving, beginning to lift up before their very eyes. The door was set flush with the wall, and there was no way of seeing it before it began to move; but move it did. It was huge; a great, vast opening that stretched out to either side of them, sliding up far overhead.

"Now what?" Rachda had paused, his strength and certainty abandoning him now. He stared into the white corridor revealed to them, clearly unwilling now to enter into the Cities beyond. K'anpo made the decision for him, striding ahead.

"This way," he said simply. "Hurry along, we may not have much time."

"We have to close the doors." Mike followed him in, looking about for some sign of a mechanism to shut the gaping hole once again. There was none; but as soon as Rachda and Lonis had also stepped over the threshold, the door slid back into place to cover their retreat. Once again the wall was smooth and featureless. The door might just as well never have existed. K'anpo smiled, looking like the cat which had got the cream.

"I would love to have met the architect," he said merrily, running his hands over the walls. Mike smirked.

"Maybe when we get out of here you can."

"Ah, maybe Mike. Maybe." They hurried on together down the corridor, unimaginably big in its width and height; a great, sloping vastness of a passageway that led to who knew where. The size was a necessity of course, for the larger the door and the corridor beyond, the easier it was for those who gained entrance to be sure that they would find one of the doors, in all of that empty featureless wall outside. The effect of the tunnel's size was magnificent; a long, tapering cathedral stretching into the middle distance.

"It looks as though we may be getting somewhere." Somehow, in spite of his previous exhaustion, K'anpo was now in the lead. He had come to a halt, pointing to where a light showed at the end of the tunnel. It appeared as a huge, round disk, letting bright white light through into the tunnel, tinged at the edges with the patterns of rainbows. As one now the four men walked forward, heading towards the light. It seemed to grow in welcome, rising about around them as the tunnel's exit grew with narrowed distance. The light greeted them and they stepped out of the tunnel; and straight into wonderland.

They stood at the top of a valley; a great, bowl-shaped dip into the earth, paved all about with white stone. In the centre the ground had been flattened into a massive circle, where the five Cities of Gold were clearly visible. Each was separate, and yet they were clearly joined, arranged as they were at the five points of a pentagram; a design built into the ground in alternating blocks of white stone and gold, a huge-scale concentric pattern that dragged the eye to its centre. The Cities themselves were made almost entirely of gold, with huge domes, vast towers, spreading pagodas - and small, modest cottages built of white stone, their roofs woven from thick golden thatch. They had been built in circles, each City radiating out around a central point; a great, golden statue of a man. Each statue seemed to be different, as though each of the Cities had come from the dream of a separate man; although from their current distance the awe-struck spectators could not be sure. Mike rubbed his eyes, certain for a moment that he had to be dreaming. It was all so beautiful; so impossibly magnificent. He had thought that so much gold would be hard on the eye, but that was not the case. Enclosed as it was in its great dome of white stone, the complex was lit by a series of cut-crystal windows in the ceiling, and the light, therefore, was a mass of rainbows that danced and sprang about across the buildings. One writhed in the floor at his feet, and he felt almost inclined to reach out for it; to try to catch it. He had known all his life that it was an impossible feat, and yet now, standing here, he was almost certain that he would succeed.

"Come along." Sounding much as though they were standing before an ordinary city of concrete and tarmac, K'anpo led the way forward. They followed him as robots, staring about as they descended, watching the buildings and the perfect, patterned roads come closer and closer. The vast, sumptuously decorated walls of the protective dome faded into the background, lost amongst the buildings.

"Now what?" Mike asked, still certain that he was about to wake up and find himself back in the lair of the Embellished, with all those blank, gauze-masked faces, and Karys... He closed his eyes for a moment. Karys. The thought of her stung him. "Do we find a place to hide?"

"Perhaps." K'anpo turned about, before choosing a direction at random and marching into one of the Cities. The others followed him as he found his way unerringly along the simple route to the statue at the centre. They stood together, staring up at it, seeing an impossibly tall man dressed in tunic and sandals. His head was too far away to see great detail, but it appeared that his hair was tightly curled, and he wore a circlet of what appeared to be woven leaves. There were runes along the base of the statue, and Rachda leaned close to begin a faulting translation.

"The statue represents General Radaovan, a soldier from the ancient days. He was thought to be the first man to attempt to unify the disparate groups of the planet; all the different cultures and societies. He succeeded to a far greater degree than many others managed until hundreds of years later." He smiled somewhat sardonically. "It was the plague that unified them in the end, and brought them into this place. No man could have achieved it."

"Someone must have envisioned this place; designed it, built it; brought the people to it." K'anpo gazed up at the statue. "He looks familiar, you know. I shall have to check with the records in the TARDIS."

"He looks like Alexander the Great," Mike observed. K'anpo frowned at him.

"My dear fellow, I do believe you're right. Well I never."

Mike blinked in surprise. "You don't think-?"

"No, no. Of course not. But there's no reason why they shouldn't have been related is there?" The little shoulders shrugged. "Humanity is a race of unique design, Mike. Your ancestry does not merely come from the... what do you call it? The primeval swamp."

"The runes say that this is the second city to be built." Rachda, ignoring their conversation since he knew so little about the subject, had turned his attention back to the base of the statue. "It was inhabited by people from south of the equator, although as time went by all of the races mixed. It was originally designed so that the lights from the windows in the roof would shine on this pavilion at just the right times for certain ceremonies that the cultures of the south were given to performing."

"A magnificent feat of engineering indeed." K'anpo sighed. "But not one that we have much time to marvel at. I would suggest that we find for ourselves some place in which to hide. A building somewhere, perhaps one that we might have some hope of defending, should it become necessary." He frowned at Lonis, who had been very quiet since entering the dome of the Cities. "Are you alright, my boy? You seem somewhat subdued."

"I feel... strange." Lonis was leaning on the statue for support, his face paling. "Very strange. Something is... not right here."

"Well I feel fine." Concern furrowed K'anpo's brow. "Rachda? Mike?"

"I'm fine," Mike told him, and Rachda nodded his own confirmation, frowning at Lonis in clear sympathy.

"What's wrong?" he asked, offering his friend an arm for support. Lonis managed a rather weak smile.

"I... don't know. It started as we came in, but now it's worse. I can't... my breathing... I can't seem to get any oxygen from the air." He closed his eyes for a second, and the smile faded. "I feel... terrible."

"Just take it easy. We'll find you somewhere to sit down." Rachda led him towards the nearest of the buildings, steering him through the door-less opening into the room beyond. Although the outside of the building was made of gold, the inside was lined with blocks of white stone, veined with patterns of the ever-present metal. Lonis took a deep breath.

"Thankyou. I feel a little better in here." He allowed his companion to lead him to a bed in the corner of the room. The blankets were thick with dust, but decay in the controlled environment was almost unknown. Mike took the blanket outside, shaking it violently and sending brown-grey clouds of choking dust into the air. Beneath its coating the blanket seemed to be in fine condition, and he took it back inside, arranging it once more on the sheets. Lonis smiled gratefully at him. He still seemed a little grey in colour, but being inside the building had apparently returned some of his strength to him. He lay down, staring up at the ceiling, one hand trailing along the golden bedstead.

"I feel like a fool," he whispered, his voice sounding hoarse. "I was alright before... I don't know what came over me."

"Just take it easy," Mike told him, exchanging a worried glance with K'anpo. The Time Lord was frowning deeply, and as Lonis seemed to drift into an uneasy sleep, the pair turned away from the bed, heading out into the streets once again.

"What's wrong with him?" Mike asked, as soon as the building was a suitable distance behind. K'anpo shook his head.

"I don't know. I know so little about these people. They seem so similar to you, and yet such a reaction... I can't imagine what could have caused it. Lonis seemed so strong, so vigorous before."

"It's as though being in the City caused it." Mike took a few deep breaths. He could taste nothing in the air, nor could he smell anything suspicious. "Do you think that the air could be poisonous? He's not the biggest of men, or the strongest. It's quite likely that he would be the one to succumb first."

"The air isn't poisonous." Mike had no idea how K'anpo could be so sure, but the certainty in the other man's voice was enough to convince him. "Perhaps he is merely ill."

"K'anpo?" It was Rachda, standing in the doorway of the house they had just left. He was leaning against the wall, and for a moment Mike thought that he too might be ill.

"Yes?" The Time Lord turned back, striding towards the other man as though suddenly gripped by a dreadful certainty. "Is it - Lonis, is he...?"

"You'd better come." Rachda sounded tired, and the words fell lifelessly from his tongue. "I thought he was falling asleep, but then..." He shrugged, looking helpless. "He started to choke, and now... and now he's dead."

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