"Try again," Cheen told Milo. He tapped the button on the monitor that read: Exit 1.

"Brooklyn turnoff one, closed."

"Try the next one."

"Brooklyn turnoff two, closed."

"What do we do?" Cheen cried, her voice taking on a desperate undertone. Milo tried his best to reassure her that everything would be alright. It didn't look like she believed him.

"We'll keep going 'round," He suggested, "We'll do the whole loop, and by the time we come back round, they'll be open."

Cheen nodded, pacified for the moment. Once again, a growl came from below them, except this time it was followed by the entire van shaking.

"Those aren't air vents," Audrey insisted.

"What else could it be?" Milo asked. The growl came again, louder this time.

Cheen shrieked, "What the hell is that?"

"It's just the hydraulics."

"Listen to it though. It sounds like it's alive."

The three of them quietened enough to listen to the sounds outside of the van. With each passing moment, Audrey could see the reality setting in for Milo and Cheen. They knew it wasn't air vents, yet they denied what was in front of them for some sense of security.

"It's all exhaust fumes out there. Nothing could breathe in that," Milo reasoned, peering through the fog in front of the windshield.

Maybe Audrey would have agreed with him if she hadn't seen the things she had recently. From space whales carrying entire nations on their backs to time travelling aliens in bowties, Audrey was beginning to broaden her definition of what was possible in this universe.

"Calling Car four six five diamond six. Repeat, calling Car four six five diamond six," A woman's voice called out from the radio. Milo was quick to scoop up the microphone.

"This is car four six give diamond six. Who's that? Where are you?"

"I'm in the fast lane, about fifty yards behind you," The woman said. In the back ground, her microphone picked up loud banging noises and the sound of whimpers, "Can you get back up? Can you get off the fast lane?"

"We only have permission to go down. We need the Brooklyn Flyover."

"It's closed. Go back up."

"We can't. We'll just go 'round," Milo argued.

"Don't you understand? They're closed. They're always closed," The woman shouted into the microphone. Cheen gasped, covering her mouth with her hands as if she was about to cry. Audrey would've comforted her if there weren't more pressing matters at hand.

"We're stuck down here, and there's something else out there in the fog," The woman told them, "Can't you hear it?"

"That's the air vents."

"Jehovah, what are you? Some stupid kid? Get out of here!" The woman yelled. There was a loud growl and then someone in the other car screamed.

"What was that?

"They've got us!"

"But what's happening?"

"Just drive, you idiots! Get out of here!"

With one final scream, the line went static. Milo shouted into the radio, trying to get the signal back, but it was no use.

"Did she sound like she was kidding? Just drive!" Audrey yelled, gesturing to the road in front of them.

"But where?"

"I don't know, straight ahead? Just go."

"What is it?" Cheen cried, hysterically, "What's out there? What is it?"

"Well not air vents, that's for damn sure," Audrey muttered to herself.

Without another word, Milo slammed his foot on the gas and the car launched itself forward. There was no way to see where they were going or what was around them, all they could do now was drive as fast as possible and hope for the best.


The Doctor had faced countless enemies, with and without Audrey by his side, and every time he managed to scrape together some hasty plan (that he really shouldn't have been able to pull off) that got them out intact. However, the plan-making part came after the thinking bit and the thinking bit was hard to do when his thoughts kept drifting back to Audrey and whether she was okay. It took most of his effort just to keep his attention off her! He was no use to anybody like this, least of all Audrey.

"Is this the last layer?" The Doctor asked the man who car they were currently in. He was a smartly dressed man who wore a bowler hat. Compared to some of the others that they had run into, this man wasn't as frightened by the fact that two strangers had just dropped in from the roof.

"He nodded, "We're right at the bottom. Nothing below us but the fast lane."

"There's three of us. Can't we drive down?" Martha asked him. The man shook his head hurriedly, eyes wide.

"I'm not going down there. I'd rather drive for the next three years than risk it down there."

"Then excuse us," The Doctor responded as he opened the floor hatch with his screwdriver.

"You can't jump," The driver protested. "It's a thousand feet down!"

The Doctor waved him off, "No, I just want to look."

Below them, the entire motorway was filled with thick brown smoke. If they had thought it was bad up at the top, this was ten times worse. There was a loud growl from below that made Martha jump back from the hatch. She looked over at the man, who shuddered.

"What's that noise, then?" She inquired.

"I try not to think about it."

"What are those lights? What's down there? I just need to see."

The Doctor surged forward, moving to stand in front of the computer screen. He used his sonic on the screen and the picture blurred.

"There must be some sort of ventilation. If I could just transmit a pulse through this thing, maybe I could trip the system, give us a bit of a breeze."

When the sonic didn't work, the Doctor let out a growl of frustration and undid the bolts that held the screen in place. Offhandedly, the Doctor apologized to the man when he began to protest. He still continued to fidget with the wires behind the panel.

"That's it!" The Doctor exclaimed, moving back towards the floor hatch with Martha, "Might shift the fumes a bit, give us a good look."

The man moved to get a look as well, "What are those shapes?"

"They're alive," The Doctor said. The shapes shifted from vague outlines to the distinct shape of massive claws reaching up towards the roads.

Martha's eyes widened, "Doctor, what are they?"

"Macra."


"Go faster!" Cheen urged. Something slammed into the side of the car, sending them all flying to the left.

"I'm at top speed!" Milo fired back. Trying to gain access to the layers above proved useless and Milo yelled at the screen, "But this is an emergency!"

"Thank you for your call. You have been placed on hold," The recording machine for the police spoke. Milo and Cheen started to panic while Audrey stayed quiet. They were going to die down here if she didn't figure out some way to stop it. If driving wasn't an option, what else could they do to escape the creature?

"But-"

"Shut up. They aren't listening and I'm trying to think," Audrey snapped. What was it? How were they finding them?

"If you could think faster-"

"Turn everything off now. The engines, the lights – everything. Turn it off," Audrey demanded. Both Milo and Cheen turned to her with wide-eyed looks.

"You've got to be joking."

"Listen, the fog out there is too thick to see a thing, yeah? So how are they finding us? It could be the sound, the movement, the heat, anything. So turn it all off."

Milo looked worried, "What if you're wrong?"

"Then we die," Audrey deadpanned, "Would you like to take a turn at the thinking bit?"

Despite his skepticism, Milo did as he was told and turned everything off and the noise from outside faded. Audrey couldn't tell if the creatures had moved on to another car or if they had just become dormant. Either way, she didn't want to find out.

"They've stopped," Cheen observed.

"Yeah, but they're still out there," Milo pointed out. Cheen turned to Audrey in curiosity.

"How did you think of that?"

"My father told me they used to do it on the submarines. Would be nice if he had told me what to do next."

"Well, you'd better think of something because we've lost the aircon. If we don't switch the engines back on, we won't be able to breathe."

"How long?" Audrey asked, knowing that she wasn't going to like what she heard.

"Eight minutes, maximum."

Wonderful, Audrey thought to herself, eight minutes to come up with a Doctor-like plan or face death by fog-monster.

She suddenly had a much greater appreciation for the Doctor and his insanely bright mind.


"The Macra used to be the scourge of this galaxy. Gas. They fed off gas, the filthier the better," The Doctor explained, "They built up a small empire using humans as slaves and mining gas for food."

"But they don't exactly look like empire builders," Martha observed.

"Well, that was billions of years ago. Billions. They must have devolved down the years. Now they're just beasts. But they're still hungry and Audrey's down there."

There was the sound of something hitting the roof, causing all three of them to look up.

"Oh, it's like New Times Square in here, for goodness's sake!" The man cried as a figure dropped down from the ceiling.

"I've invented a sport," The Doctor mused, before coming face to face with Hame, the nun he had met on his last visit here with Audrey and Rose. From behind him, Martha gasped.

"Oh, my God. She's a cat."

"Doctor," Hame greeted with a wide smile, "You're a hard man to find."

"No guns. I'm not having guns," The man protested, gesturing to the rather large gun that Hame held in her hands. She looked rather odd, a nun holding a massive gun. That is, odd besides the whole cat thing.

"I only brought this in case of pirates," Hame said, before turning to the Doctor, "Doctor, you've got to come with me."

The Doctor squinted, "Do I know you?"

"You haven't aged at all. Time has been less kind to me."

"Novice Hame!" The Doctor exclaimed, hugging the woman and then shoving her away again, "No, hold on, get off. Last time we met, you were breeding humans for experimentation."

"I've sought forgiveness, Doctor, for so many years, under his guidance. And if you come with me, I might finally be able to redeem myself."

"I'm not going anywhere," The Doctor objected, "You've got Macra living underneath this city. Macra! And if Audrey's still alive, she's stuck down there."

"She's here as well?" Hame questioned and the Doctor nodded. She looked as if she might change her mind for a moment but she shook her head, "I'm sorry, Doctor. But the situation is even worse than you can imagine."

Hame grabbed ahold of the Doctor and Martha's wrists, her bracelet glowing with a green light. The Doctor's eyes widened when he recognized it as a transport device.

"Don't you dare! Don't you dare," He shouted, but it was no use.


"How much air's left?" Cheen questioned, looking over at Milo. The three of them sat in the dark, afraid to even move too much and give themselves away to the beasts below them.

Milo sighed, "Two minutes."

Suddenly, Cheen turned to Audrey hopefully, "What about those friends of yours, yeah? They might've come after you."

"Cheen, no one's coming," Milo told her sadly, but Cheen didn't listen to him.

"That girl, what's her name?" Cheen continued. Audrey could hear the hope fading from her voice fast and she knew that soon they would have to turn the engines back on. It was either that or suffocate.

"Martha Jones. She's brilliant that one," Audrey told them, thinking about how she and Martha had bounced ideas off of each other in Shakespeare's study. The woman had such a new and bright way of looking at things.

"And the man? He looked kind of nice."

Audrey smiled faintly, "Yeah, he is."

"Are you and him…" Cheen trailed off. Audrey shook her head firmly.

"No. God, no, I barely know him."

"He looked awfully concerned to be someone you barely know."

"Yeah, well, it's complicated and, frankly, we don't have the time."

"So, er, who is he, then?" Milo asked, turning to look at her.

Audrey rolled her eyes, "Really? What's with this sudden interest in my personal life? Is your guilty conscious kicking in now?"

Audrey stopped short when she saw how hopeless the two of them looked. Both of their faces were crumbling, as if they had already lost, and Audrey couldn't help but feel sorry for them. She had been so angry that they had taken her, that she hadn't even stopped to see it from their point of view. She had been the one to tell the bowtie-wearing Doctor that people do crazy things when they're scared.

It was written all over their face how terrified they were of what was going to happen to them. Audrey remembered, only a day ago, when she had been so scared of what was going to happen to her now that she was pulled around the Doctor's time line. He had been the one to reassure her everything would be fine, the one to give her hope.

She had spent this whole time trying to think like the Doctor, trying to find a way out like he would, but she had forgotten the biggest part of acting like the Doctor: being kind. Milo and Cheen were terrified and she should do everything that she could to ease that pain.

"He's called the Doctor," Audrey told them quietly, "And he's incredible. I've only met him a few times but he's just one of those people you see and just know. I've seen him do amazing things every time we meet. I mean things that no one else could pull off. So, you're right, Cheen. You lot might have your songs and things that keep you hoping but I've got the Doctor."

Milo nodded, seeming to have gained some confidence, "Right."

"Systems back online," The car chime as Milo started it up again. The lights switched back on and the engine began rumbling underneath them once again.

"Good luck," Milo said.

Audrey grimaced, "And you."

The car darted forward, soaring through the smoke. The creatures had found them once again, banging against the side of the car and tossing them through the tunnel. They all let out screams as the car flipped completely upside down, doing one big loop, and then coming back down again.

"What's happening?" Cheen shouted as the lights exploded and sparks flew everywhere. The creature must've grabbed hold of them because the car was being flung back and forth, anything Milo doing to free them was useless.

With one firm push of the gas, they were free of the creature's grip and they shot forward once again. The monitor flickered to life once more but it was no Sally Calypso, instead the smiling face of the Doctor was displayed in blue.

"Oi! Car four six five diamond six. Audrey! Drive up!" The Doctor exclaimed. The screen blurring in certain places but still getting his message across loud and clear.

"Oh, Doctor! I could kiss you right now!" Audrey shouted, grinning from ear to ear. Cheen looked over at her, sharing in her smile.

"We can't go up! We'll hit the layer!" Milo protested.

Audrey shook her head, "Trust him. Drive up."

"You've got access above. Now go!" The Doctor urged. Milo steered the car up as far as he could and beams of sunlight shined through the window and into their eyes.

"It's daylight," Cheen breathed in amazement, "Oh my God, that's the sky. The real sky!"

"He did it. That brilliant idiot, he did it!"

"You keep driving, Brannigan. All the way up. Because it's here, just waiting for you. The city of New New York, and it's yours. And don't forget I want that coat back," The Doctor said, speaking to someone Audrey didn't know, "And Car four six five diamond six, I've sent you a flight path. Come to the Senate."

"I'm on my way, Doctor," Audrey promised, "I'm on my way."

Cheen and Milo dropped Audrey off at the Senate the moment they arrived. Before she left, she hugged them both and congratulated them on the baby and on finally making it out.

They weren't bad people, Audrey reminded herself, they were only scared.

The Senate building was hard to miss and even harder to navigate inside. The halls were all empty and looked like they hadn't been used in years. She found herself in a large room, filled with countless skeletons laying around.

"Doctor?" Audrey called out, hesitantly.

"Over here," She heard him answer. She followed the sound of his voice to another room, this one much smaller, that led off from the first.

The first thing that caught her eye was a massive, alien head that was lying on the ground, eyes blinking slowly. The Doctor and Martha sat next to it, along with a nun with the face of a cat. She wasn't sure what the oddest thing about this picture was, nor was she quite sure where she was supposed to look.

"Oh, hello," She greeted them, awkwardly.

"You know the Face of Boe. And this is Hame, she's a cat. Don't worry. He's the one that saved you, not me," The Doctor told her as she sat down by his side. Audrey's eyes widened when the Doctor implied she knew the Face of Boe, but since she knew that it must be in her future, she stayed quiet.

Hame sniffled, "My lord gave his life to save the city, and now he's dying."

The Doctor shook his head, "No, don't say that. Not old Boe. Plenty of life left."

"It's good to breathe the air once more," Boe told them, looking over at Audrey, "And you, Audrey. I'm glad that in my final moments I will be able to speak to you once more."

Understanding that these could be his last moments, Audrey didn't see the need to admit she had not met him. She knew that if the roles were reversed, she would like to think that she was speaking to her friend and not some version of them that didn't recognize her.

Audrey smiled gently, "I wouldn't miss it for the world."

Unfortunately, Boe saw right through her act.

"You've not met me quite yet, have you?"

"I'm sorry."

"I do not blame you," He told her sincerely, "Seeing you in any way is better than not at all."

"Legend says the Face of Boe has lived for billions of years. Isn't that right?" The Doctor asked, "And you're not about to give up now."

"Everything has its time," Boe reminded him lightly, "You know that, old friends, better than most."

Audrey gave him a sympathetic look and took the Doctor's hand, trying to provide him what comfort she could. Hame was able to pull herself together long enough to speak to the Doctor.

"The legend says more."

"Don't," The Doctor cut in, "There's no need for that."

She continued, "It says that the Face of Boe will speak his final secret to a traveler."

"Yeah, but not yet. Who needs secrets, eh?"

"I have seen so much. Perhaps too much. I am the last of my kind, as you are the last of yours, Doctor."

"That's why we have to survive," The Doctor told them, "Both of us. Don't go."

"I must. But know this, Time Lord. You are not alone."

And with that, the Face of Boe let out one last breath and let his eyes drift shut.

The sun was setting when they made their way out of the Senate building. The three of them were quiet, still thinking about the events that had happened that day. Martha and Audrey had had a happier reunion earlier, both of them glad to see that the other was alright.

"So where are we headed next?" Audrey asked the Doctor.

"Well, first we've got to drop Martha back at home-" He started but then Audrey interrupted him.

"Oh, why?" Audrey asked, "I think she's great! Can't she stay a little while?"

"I did say only one trip," The Doctor reminded Audrey, who didn't actually know what he was referring to, "And she's gotten two! I'd say that's reward enough, wouldn't you?"

"Whatever you say," Audrey said, knowing that her future self wasn't going to let the Doctor get rid of Martha so easily.

"After we've dropped her off, though, we'll go somewhere amazing. How about Barcelona? The planet, not the city. We never did get to take-"

Audrey was stopped in her tracks by a sharp pain in her temple. The Doctor hadn't noticed and kept walking on a head of her, rambling about something or another.

"I guess I'll have to miss it," Audrey said, catching his attention. His face fell when he saw the light that was starting to surround her, "Sorry, Doctor."

"Not your fault. We'll get there someday."

"I'm going to hold you to that."

The last thing she heard before she was taken away was the sound of the Doctor laughing.