Notes: Sorry for the delay on this chapter, I had a bit of writer's block. A big thank you to Danielle, who filled in as my beta for a while there! TheDoctorMulder is back now and helping me out again. The suggestion of changing the POV for this episode certainly helped, so I hope you like the changes.

Rose was alone in the TARDIS. She really hoped that this plan would work. The Doctor had decided that because of the power of the Bad Wolf in her head protecting her, the required mind wipe for this mission wouldn't work. Not to mention, the trick with thinking the teleports would kill them might trigger her protective instincts. So, here she sat, watching through the TARDIS monitors from a video feed. They had to block their telepathic connection while the Doctor and Clara were inside the bank, and Rose couldn't bear not knowing what was happening the whole time. So, the Doctor had implanted a small video transmitter into his own head for her sake. She could watch, but swore that she wouldn't interfere.

The phone call had surprised them, very few people knew the number for the TARDIS' phone. When the person on the line was someone that they didn't know, they were even more puzzled. She was startled out of the memory as she heard the Doctor and Clara screaming after the memory worms had done their thing.

"Granddad? What's with the memory worms?" Clara asked worriedly as she tried to catch her breath.

"Don't touch it," he replied, obviously searching for his connection with Rose as his eyes darted around the room. It was disconcerting seeing from his perspective, but not seeing his face. Rose wished that she could look into those ancient eyes as she waited anxiously for this to all be over.

"Where are we? How did we get here? And where's gran?" Clara questioned.

There were two other people in the room with them, seeming just as confused. The man, Rose knew was called Psi. He had some kind of computer hardware installed in the side of his head which was really helpful for this mission. The woman next to him was named Saibra. She could change her genetic structure to match what she touched. As the Doctor looked at her, she seemed to shift forms for a moment before dropping the memory worm from her own hands.

"Who are you? Sorry, what's going on? I don't understand," Psi said, looking around the room.

"Argh! What is that thing?" Saibra asked as she stared at the worm in disgust.

"It's a memory worm. Deletes your memories," the Doctor explained.

"Sorry, but what happened to your face? Did you see her face?" Clara wondered.

"How did I get here?" Saibra questioned.

"The same way we all did, but we've all forgotten," the Doctor told them.

"And who are you?" she insisted.

At that, the recording that the Doctor had made before all of this began started to play for them from the case in the room where they had been hiding. It began with recordings of each of them consenting to the mind wipe, then followed the instructions from the manipulated voice of the "architect."

"This is a recorded message. I am the Architect. Your last memory is of receiving a contact from an unknown agency. Me. Everything since has been erased from your minds. Now, pay close attention to this briefing," the recording told them as a screen displayed blueprints and such. "This is the Bank of Karabraxos, the most secure bank in the galaxy. A fortress for the super-rich. If you can afford your own star system, this is where you keep it. No one sets foot on the planet without protocols. All movement is monitored, all air consumption regulated. DNA is authenticated at every stage. Intruders will be incinerated. Each vault, buried deep in the earth, is accessed by a drop-slot at the planet's surface. It's atomically sealed, an unbreakable lock. The atoms have all been scrambled. Your presence on this planet is unauthorised. A team will have been despatched to terminate you."

At that statement, they could hear security through the door. With the instructions given by the recording, the group escaped from the room and left the guards to find the memory worms. The Doctor grabbed the items from the case. They were told that their task was to rob the bank and once they were free from immediate pursuit, the Doctor stopped everyone to evaluate his resources.

"Okay, okay, okay. Stop, stop, stop. Far enough. Augmented human. Computer augmented, yes? Mainframe in your head?" he asked Psi.

"I'm a gamer. Sorry, who put you in charge?" he answered.

"You're a liar. That's a prison code on your neck," the Doctor insisted.

"I'm a hacker slash bank robber."

"Good. This is a good day to be a bank robber. Mutant human. What kind of mutant?" he continued, questioning Saibra.

"Like he says, why are you in charge now?" she argued.

"It's my special power. What's yours?" he responded.

With a sigh, Saibra showed them what she was capable of by taking Clara's hand and copying her perfectly. When she let go, she turned back into herself.

"I touch living cells, I can replicate the owner."

"Your face, when we first saw you-" Clara began.

"I touched the worm," Saibra acknowledged.

"You can replicate their clothes too?" Clara wondered, sure that her outfit hadn't been part of her genetic make up.

"I wear a hologram shell."

The Doctor looked at the items they had been given. He recognized some of what it was for and found a device for storing biological material.

"Human cells. DNA from a customer, maybe? A disguise to get us in?" he suggested.

At that, Saibra took on the form of an older man and they stayed close to her as they made their way around to the main entrance of the bank.

Rose watched as the Doctor grasped Clara's hand and looked to be having a private, telepathic conversation. She was frustrated that she couldn't hear them, but guessed that they were wondering about the location of the TARDIS and herself. He had told her that he would feel that she was alive, but wouldn't be able to get any of her emotions or talk to her at all.

They were startled from their private conversation by an alarm and security gates falling over all of the exits. The computer announced a lockdown as security entered the main lobby, following a woman who appeared to be in charge, and escorting a tall alien of some kind in chains. Rose knew what this was and its arrival made her both terrified and hopeful.

Everyone watched in terror as a man was approached, accused and telepathically scanned by the alien. It was announced that his accounts would be deleted and his brain wiped for even having the intention to try anything nefarious.

The customer held his head in pain as the alien locked onto him.

"It's wiping his mind. Turning his brain into soup," the Doctor whispered to his companions.

"We've got to help him," Clara responded.

"He's gone already. It's over."

"He's in agony, look at him," she protested.

"Those aren't tears, Clara. That's soup. Our private conversation may have been detected earlier. Best not do that again for now," he explained.

Rose tried to calm herself after the gruesome sight. That could potentially happen to her husband, granddaughter, and their new friends. Yes, there were ways out, but they might be too afraid to use them or not have time. Not to mention how awful it was for the creature itself. They were peaceful beings, with no desire to murder people like that.

She watched as they accessed the account of the stolen identity and debated whether or not to use the bomb they were given from the safety-deposit box. Psi hacked into the computer to get the bank's schematics and the Doctor decided that they were meant to blast through the floor. Everyone argued that they would be killed, but the Doctor convinced them that they must have agreed to this before they started, so whatever it was that they most wanted in the universe had to be here for them as payment. It turned out that they didn't need to be worried about being blown up by the bomb after all, since it dimensionally displaced the floor rather than blasting the pieces through the room as shrapnell.

As soon as they moved beneath where the floor used to be, the Doctor reversed the bomb, covering their tracks from security.

"Well, so, what are we supposed to do now? What's the plan?" Saibra asked as they moved down the basement hallway.

"I don't know. The Architect set all this up. It should make sense. My personal plan is that a thing will probably happen quite soon," the Doctor replied.

"Ah, so that's it. That's your plan?"

"Yep."

"A thing will happen?" Saibra questioned doubtfully.

"A thing. Probably."

The Doctor was proven right when Clara spotted a case matching the first one they'd seen. It had been difficult getting them in there without being detected. They couldn't have them removed or discovered before their whole mission started.

"There you go. Thing time."

"How does he get the cases here?" Clara wondered.

"By breaking into the bank in advance of breaking into the bank," the Doctor reasoned.

"Well, how did he do that? And if he can do that, why does he need us?"

"Not our problem," he told her, knowing that there were any number of reasons why one might be able to break into certain areas, but not get any further without help.

"Well, what is our prob-prob-prob-prob-pr?" Psi stuttered mechanically.

"You okay?" Clara asked him.

"Drive glitch. It's fine," he replied.

"Guilt is our problem. Guilt, in this bank, is fatal. The Teller can hear it. Ever since that first case was opened, we've been targets. The more we know about why we're here, the louder our guilt screams. That's why we wiped our memories. For our own safety. Now, once I open this, I can't close it again," the Doctor explained.

"Would it be safer if only one of us learned it?" Psi asked.

"I'm waiting for you to volunteer," the Doctor told him.

"Er, why me?"

"Because you didn't need that memory worm, did you? You're half-computer. You can perform a manual delete. You can clear your thoughts."

"Okay," he agreed before opening the case. "I don't know what it is. You may as well have a look. Well, what are they?"

The Doctor looked into the case and examined the six tubes. "Not a clue," he told them.

"Hmm, interesting," Saibra said.

"What is?" the Doctor asked.

"You're lying," she insisted.

"Er, why would he be lyi-lyi-lyi-lying? Ugh. Sorry. Stress. Drains the batteries," Psi stuttered again.

The Doctor suggested that he recharge through a nearby computer interface just before an alarm sounded. Leaving Clara with him for a moment, he and Saibra scouted ahead.

"Aren't you going to ask me?" the Doctor prompted once they were on their own.

"Why did you lie? Those hardware things, you know what they are," Saibra replied.

"Exit strategy of sorts. How did you know I was lying?" he wondered. The Doctor had always considered himself fairly good at hiding his intentions.

"I've had a lot of faces, I find them easy to read."

"Quite a gift," the Doctor told her.

"Gift?" she questioned incredulously, clearly feeling that it was more of a curse.

"It got us in here," he argued.

"Mutant gene. No one can touch me. If they do, I transform. Touch me, Doctor, and you'll be looking at yourself. I am alone."

"Why?"

"Could you trust someone who looked back at you out of your own eyes?" she explained.

They found the prisoner who had been captured earlier once Psi and Clara caught up with them. They all agreed that no matter what happened, none of them wanted to end up like that. The man's skull had caved in from the sudden lack of anything useful in his head, only alive by the most basic standards. Of course, the running started again when another alarm sounded that they had been detected.

Coming across the cage where they kept the Teller, the Doctor explained that they all needed to keep their thoughts hidden and their minds as blank as possible. Once it locked onto them, it would never let go. As they ran through the hallways, it eventually locked onto Saibra. She had gotten the idea that the devices from the first case would kill them rather than let them turn into mindless zombies.

"Atomic shredder," he told her.

"Painless?" she asked.

"And instant," he added.

"When you meet the Architect, promise me something. Kill him," she told the Doctor as she took the device and made her decision.

"I hate him, but I can't make that promise."

"A good man. I left it late to meet one of those," Saibra sighed just before using the device and disappearing.

That was Rose's signal that it was time to head out of the TARDIS. She would miss a bit of what was happening on the video, but she needed to go explain a couple of things to Saibra. Upon leaving her home for the other ship they had in orbit of the bank, she saw the young woman looking around in confusion and trying to catch her breath.

"It's alright, I'm a friend. You're fine," Rose assured her as she did a quick scan with her sonic just to be sure.

"What's going on? Why aren't I dead?" she asked.

"This is part of the plan, I promise," Rose told her.

"Are you the architect?" Saibra demanded.

"Nope. I'm the Doctor's wife. And he's going to need you back down there soon, I'm guessing," she explained.

As Rose showed her the security uniforms they'd borrowed, Psi also appeared on the ship. Karabraxos had told them what she remembered happening, so they knew they had to get them back into the bank to free the Doctor and Clara at the right time. As the solar storm started, the pair dressed in the uniforms and teleported down so they would be in position at the right time.

Rose went back to watching once they were gone and saw her husband retrieve the payments for Saibra and Psi from their boxes. A gene suppressant for Saibra, to release her from the curse and a neophyte circuit for Psi that would restore all of the memories that he had lost of his friends and family. Of course, that didn't explain why they were there, so the Doctor and Clara continued on toward the private vault of Karabraxos.

They came face to face with the female head of security and two guards who Rose knew were Saibra and Psi. The Teller was with them, a clear threat.

"Are you ready for your close-up? If you're thinking of ways to escape, the Teller will know before you've even made a move. You'll never be bothered by all that thinking again," Ms. Delphox said.

"Useful species," the Doctor told her, starting to guess just why he might be here.

"Last of its kind, and we've signed an exclusive deal."

"Must be noisy inside its head. Painful to listen to so much chatter, so many secrets. Must drive it wild. How can you force it to obey?" he asked.

"Oh, everything has a price tag, I think you'll find. The storm's getting worse. The customers are leaving. Director Karabraxos will be concerned. Our jobs will be on the line," she responded.

"You're scared," the Doctor realized.

"Oh, I'm terrified. I have the disadvantage of knowing Karabraxos personally."

"If you don't like your boss, why stay?" he wondered.

"My face fits," she responded cryptically. "Now if you'll excuse me, I must take the Teller to its hibernation. You two, dispose of our guests."

The guards pushed the time travellers against the wall once they were gone and the Doctor proceeded to try and talk his way out of trouble once again.

"Don't do this. I'm having a very bad day, and I do not want to be pushed around."

"You're wrong," one of the guards told him.

"Wrong?"

"It's not that bad a day. And you're being very slow," he insisted as he began to unfasten the Doctor's handcuffs.

"Why are you undoing my handcuffs?" he questioned as the man transformed into Saibra before his eyes. "Saibra?"

At that, the second guard removed his helmet to reveal Psi. "It looked like death. It was actually a teleporter," he told them.

"Oh, my God," Clara gasped and hugged him in thanks for saving her life earlier.

"Good, eh? You think we're dead, so the Teller thinks we're dead, and we play the creature at his own mind games," Psi told them.

"No, no. Wait, wait, wait, wait. What? Sorry, sorry, what? You, you, you're, you're alive?" the Doctor rambled.

"Yeah, we're alive. Look at us. We're all alive," Saibra assured him.

"No, no, no, no. Not dead. Alive."

"There's an escape ship in orbit. Takes you right there. Oh, and there's a woman up there with this big blue box. Said she was your wife?" Psi told him.

"That she is. Probably wouldn't have been able to wipe her memory for this, and it's always good to have backup. Well, this is good, I suppose. You'll be able to resume the mission. Gene suppressant. Antidote for your condition. Memory giver. All your yesterdays," the Doctor explained as he gave their friends the payments they wanted. "There you go. Job done, paid in full. Clever old Architect."

"Very clever," Saibra agreed.

"I still hate him," the Doctor told her.

"Me too. Your wife wouldn't explain anything about that," she said.

"How were you paid?" Psi wondered.

"I don't know. There's something in the private vault," he told them as he led them all towards the vault.

The Doctor was a little surprised to find that Director Karabraxos looked exactly the same as Ms. Delphox, the head of security. But it did explain her comment about her face fitting. The woman cloned herself, feeling that she was the only one she could trust with security, but kept having to kill them when they failed.

"You're killing her? You just said," Clara began to argue.

"Fired? I put all of the used clones into the incinerator. Can't have to many of moi scattered around."

"Sorry, you don't get on with your own clone?" Psi questioned.

"She hates her own clones. She burns her own clones. Frankly, you're a career break for the right therapist. Shut up. Everybody, just, just shut up," the Doctor shouted suddenly as he began to work out something.

"And what is this display now, as amusing as you are?" Karabraxos argued.

"Shut up. Just shut up, shut up, shut up, shutetty up up up. What, what did you say? What did you say? What did you say about your own eyes?" he demanded of Saibra. "De-shut up. Say it again."

"How can you trust someone if they look back at you out of your own eyes?" she guessed, not sure how her earlier words mattered now.

"I know one thing about the Architect. What is it that I know about the Architect? I know one thing. Something that I've known from the very start," the Doctor told them all.

"What?" Clara asked.

"I hate him. He's overbearing, he's manipulative, he likes to think that he's very clever. I hate him! Clara, don't you see?" he shouted joyously and took a moment to strike a gong that was part of Karabraxos' collection.

"I don't hate him," Rose mumbled to herself. "He's making a difference and saving not just the last of a species, but the soul of a woman on her death bed."

Rose watched as he handed Karabraxos the number for the TARDIS phone that she would call much later to help set this up and the woman gathered what she could carry and fled the bank before the solar flare destroyed it all. They were terrified with the Teller showed up in the vault a moment later and the Doctor offered his mind to it. He didn't remember why they came for sure, but he knew that it was likely to save the poor creature and needed to show it that intention telepathically.

They freed its mate that was locked in a cell in the vault and used the extra teleporters to get them all back up to the ship. They flew the ship to a nearby planet that was free from any other sentient life and released the two aliens to live in peace.

Standing in the doorway, the Doctor held Rose in his arms. They smiled as they watched the pair wander away.

"So much mental traffic in the universe. Solitude is the only peace," he told Clara.

"Makes me glad that we're only touch telepaths with anyone but immediate family," Clara commented.

They said goodbye to their new friends, Saibra and Psi before dropping Clara back at her flat in time for her date. Then, the couple were on their own once again.

"Wasn't much fun staying out of it this time," Rose pouted.

"Yeah. I knew you were alright, but I missed having you with me. Let's not do that too often," the Doctor agreed.

"Well, what would you like to do together, then?" she asked him.

"Hmm. How about chips and sunny beaches on Barcelona?" he suggested, already inputting the coordinates.

"Sounds suspiciously like a date," she teased and skipped off to their room to get changed into a bathing suit.