The chuckling echoes through the TARDIS. Tessa's anger grows, they are mocking her. Rose moves closer to the Doctor. "What are they?" she whispers. "They're called Cloaks," he replies but before he can get any farther their heads snap up in unison, looking directly at the pair. At least, Rose assumes they are looking. She still can't see their eyes. "We are power," they say together, "we are hopes and dreams realized. We are control. We are everything you want. We are power." The voices merge together, wrapping around each other and echoing in her very soul. They are, Rose realizes, not speaking put loud at all, but rather communicating directly into her mind. Rose shivers. The doctor is about to offer a snarky reply when the smoke rises suddenly, engulfing everyone and everything. It blocks all vision.

"Doctor!" Rose shouts, reaching out for him. He is nowhere to be found. He was right next to her the moment before, yet now as she waves her arms through the impenetrable fog she cannot reach him. The stench invades her nostrils and permeates her thoughts. Burnt flesh, hot smoke, it is everywhere. She coughs, gagging, shouting his name. "Doctor! Doctor!"

Somewhere far away she hears a voice like Tessa's, muffled as if she were speaking into a pillow. "Where are you?"

"Here! Though I don't exactly know where here is," Rose calls out, thinking Tessa is speaking to her. Tessa shushes her. "I have to find them! I need to see!" The air swirls around Rose, currents pushing in every way but her vision never clears. The smoke is everywhere.

Her eyes begin to burn, she blinks, her eyes pushing tears down her face. A voice sifts through the smoke, speaking to her softly. "You can feel it. Feeeeel. The power. Come, Bad Wolf. Come," it urges. And she can feel it. Something else in the smoke, something almost palpable. She can feel it in her blood and it is not an unfamiliar, or an unpleasant feeling. Power. Control.

"You could stay forever, Rose Tyler. With the right power you could stay with him forever."

Tessa's anger builds, she thrashes wildly through the smog, pushing it with her mind. It moves, only to reveal more smoke. "Where are you?!" She calls out. "Cowards! Show yourselves!" She can feel the power inside her, she knows she could tear everything inside the ship apart in the blink of an eye. But then she would also destroy the Doctor and Rose.

"Over here," they whisper, taunting her. The voice comes from inside her own head. "Over where?" she shouts again, rushing forward. She stumbles, falling to her knees.

"Come, Tessa. When you rule the world you can have anything you want."

"I want my parents, you monster! Those people you murdered!" Tears stream down her face, not just because of the burning smoke.

"We have them, Tesssssa. We have them. Come." The voice calls. Tessa can feel them in her mind, easing the anger. Easing the pain. Suddenly, pictures flood her memory. A house with blue shudders, a couple standing in the doorway, beckoning her near.

"Come. Come. Come."

Tessa reaches forward and her hand bumps into something. A coarse, thick material. The hem of a cloak.

"We can show you how to use your gift, Tessa. We can show you how to bring them back." The voice promises.

Her voice trembles as she asks, "Bring them back? You can bring them back?"

"We can bring them back, Tessa. We can, together. Come now, join us."

Tessa stands on shaky feet, her whole body trembling. A hand finds hers, and gently holds on. The hand is pasty and cold but she hardly notices. All she can see in her head are the images of the blue-trimmed house, the happy couple and a happy little girl with blonde curls. She no longer smells the burnt-flesh smoke; she smells fresh bread baking and the wet of the soil just before it rains. She smells home, not the home of dusty old books and her Grandfather, but the home of long ago. The voice urges her forward and she obeys.

"Yessss, yesss, that'sss it..."

They move calmly though the smoke towards the exit. Then she hears another voice, a strong, urgent voice. "Tessa! Stop!" Her free hand is captured by another, a warm and solid hand. That hand that holds all of time and space. It pulls her back, away from where the cold hand is leading her. For a second her nose wrinkles, then the pleasant aromas return.

"No, you must not stop us, Doctor." The voice is angry now.

The Doctor ignores the voice. He leans in close to Tessa's ear. "They are leading you away Tessa. They are liars. You know that. Come on!"

Tessa grimaces. The Cloaks urge her forward, the cold hand tugs on her. But the warm hand remains steady. It will not budge. The cold hand tugs more violently and she lets out a squeal.

"Tessa. They murdered your parents," the Doctor says.

"And who did not rescue them?" The Cloaks voices counter immediately. They push anger towards Tessa, anger towards the Doctor. She tries to drop his hand. He will not let go.

He hates to, but the Doctor reminds her. "That night. They came. Do you remember?"

"I... I remember the way the paint looked as it peeled off the walls..." her voice is faint, the smoke struggles to muffle it from the Doctor's ears.

"Yes, from the fire. Remember the fire?"

"I remember the heat... I remember scratchy blankets from the closet."

"Yes. That was where I found you." He gives her hand a gentle squeeze.

"You... told me not to look..." The memories surface vaguely, though the smoke tries to oppress them.

"You didn't, did you?"

"No, but I remember... the smell," it dawns on her slowly. The smell... it wasn't fresh baked bread or a soft summer shower. No, it was hot and it was fiery. It was the smell of her home, her parents, her life burning. And she can still smell it in her nostrils. No, it is in her nostrils now! A smile spreads across the Doctor's face as he feels her squeeze his hand back.

"I remember," she says.

"No!" the voice shouts, pulling on her hand. She feels nails scratch her skin, the grip tightening like a vise.

"No," she replies. The energy, suppressed by the smoke, rises back up in her. She can feel it, the vortex, the universe. Time, energy, matter, everything. She blinks and the smoke dissipates, rushing out the TARDIS door like someone turned on a fan. In a second it is all gone. The pasty white lips remain, floating in the darkness of hooded faces, twisted into grimaces. The Cloak's grip remains on her hand. But so does the Doctor's. Tessa smiles a wicked smile, shaking the Cloak's hand off with a flick of her wrist. She raises her now free hand slowly, fingers spread. Then she waves it, and the Cloaks are gone. They don't even have time to scream. In a millisecond she has destroyed their very atoms, completely obliterating them. Tessa lets her hand drop to her side, then she turns to the Doctor, exhaustion written across her face.

"I remember," she whispers. He nods, and pulls her in close. They stay like that for a moment, Tessa silently shaking in his arms.

Rose stands from where she had fallen. Her eyes still burn, her mind is still swirling. Her watery eyes find the blurred vision of the Doctor. The smoke is gone, but its ideas remain.