So it's been a while since I updated. I've been trying to work ahead a bit. I have part of a future episode written and a interlude ready for after this episode. Sorry this one is so short. I'm visiting some family today and I wanted to get this up before I left. Hope you like it :D

"I'm pretty sure I said, Moulin Rouge," Josie said, head tilted up to watch a passing zeppelin.

"You did," Billie piped in helpfully from beside the Professor. The two were a few steps ahead of everyone else, walking down the street of the steampunk-like city where people dressed in a mix of Victorian and Edwardian clothes. The five time travelers, however, were still in their normal outfits. Jeans, t-shirts, miniskirts, leather jackets, pinstripe suits, and military jackets stuck out like sore thumbs here, but no one seemed to notice. Josie vaguely remembered the Doctor explaining something about the TARDIS shifting people's perception or something like that, so they didn't notice if the time travelers looked out of place.

"Well, this doesn't look like Moulin Rouge to me," Josie commented as an old fashioned car chugged its way down the road, spilling copious amounts of black smoke behind it.

"Ah, but that's where you're wrong," the Doctor grinned manically at her, bumping his shoulder against hers. "This is Moulin Rouge, the planet. Much better than that silly old building in France."

"And with less can-can dancers fawning all over you and men trying to get into every woman's pants," Jack paused in his admiring of the locals to chuckle behind them. "That's the real reason you brought us here instead, isn't it?"

The Doctor pouted, "Is not!"

Jack just continued to chuckle and wink at a young woman who happened to look his way. Josie rolled her eyes at her brother and jogged to catch up with Billie, linking her arm through the other girl's.

"Go on, then," Billie called back to the still pouting Time Lord. "Tell us about Moulin Rouge. What's so great that you brought us here instead?"

Before he could answer a loud horn blared making everyone stop. People in the street began rushing to cross streets as cars pulled to the side of the road. They all looked expectantly down the road, waiting. Josie stretched up onto her toes to see over the line of people in front of them.

"What's going on?" she asked.

"The reason we're here." The Doctor smiled, "It's a festival to celebrate Moulin Rouge's founding. When humans first settled here, there wasn't much besides desert. Lots and lots of sand and rocks and very little wildlife. They decided to settle and build a city."

"Over time it grew into an industrial hub," The Professor continued. "Factories going up to make products sent all over the universe. The main distribution point for hundreds of companies became Moulin Rouge."

"Why do they call it that?" Billie questioned, her brow furrowed.

Jack shrugged, "No one knows really. Lots of speculation, but nothing substantial."

"The founder was a big fan of the movie," the Professor said matter-of-factly. "It's why everyone still wears clothes similar to that time period too."

Jack blinked in surprise as a parade with blaring music and random horn blows appeared around the corner, "I'm not sure I want to know how you know that."

The Doctor just grinned, bobbing his head to the electronica music. The Professor shrugged moving away to weave through the locals lingering on the street to watch the parade. Billie trotted after him, not really in the mood to be squashed on all sides by strangers just to see more strangers ride by on colorful floats. The other three stood for a few more minutes before Josie got bored and began tugging the boys away to look for something more entertaining.

They caught up with the two others waiting just around the corner on a much quieter street with few pedestrians. Shops lined the road with signs swinging in the light breeze. Josie let out a high-pitched squeal as one shop in particular caught her attention. The others flinched at the noise but made no comment. By now, they were used to her random outbursts. She grabbed Billie's hand and dragged her forward, entering the shop without preamble.

Racks of old fashioned dresses stood against the walls with a few select gowns on display on mannequins in the middle of the room. A counter lined the back of the store and a doorway stood off to one side, leading to the back, beads covering it instead of a door. A tiny bell above the front entrance announced their presence as Josie meandered through the racks, searching aimlessly.

Billie groaned, "I should've known."

"What?"

"Whenever we go anywhere you always have to find a dress shop."

Josie grinned as Jack came in behind Billie, "Doc and Teach refuse to come in. They're across the street looking for parts for the TARDIS."

Josie rolled her eyes, "Like they actually need anything."

"Kinda like how you need a new dress," Billie teased. Josie stuck her tongue out at her sister in reply.

Laughter floated out to them from the curtained doorway a second before a woman about their age stepped out. She wore a dark blue off the shoulder gown with decorative beading on the bodice. Her raven hair was half tied back in a messy bun with the bottom layer gently waving down her back. Electric blue eyes danced with amusement as she smiled.

"You two must be sisters," she commented, coming around the counter to talk with them.

"How'd you guess?" Billie asked sarcastically, smiling. "This is our brother Jack. I'm Billie and this is Josie."

"Very nice to meet you." She bowed her head respectfully. "I'm Phoebe."

"You own this shop?" Billie asked kindly as Josie continued to shift through the dresses and Jack leaned up beside the window, staring out at the empty street with his arms crossed over his crest.

"I will. It's my family's but one day I will inherit it."

"That's nice," Billie was cut off by Josie squealing again.

"Oh. My. God!" she screeched. "This is just like in the movie!" She held out a red silk gown that was, in fact, exactly like the dress Nicole Kidman wore in the movie. "I have to try this on."

"There are dressing rooms in the back, if you'd follow me," Phoebe began to walk away.

"Hang on. I need to find one for Billie."

"I really don't need one, Josie," Billie groaned. "Can't I just…Oh. That one's nice."

Jack and Phoebe both chuckled as Billie took the dress from Josie to study it closer. It was the same style as Josie's but without the large bow in the back. It was a glossy pink with a layer of sheer black lace over it. The back was long enough to create a bit of a train. Josie smiled triumphantly at her sister before motioning for Phoebe to lead them back.