A/N - I meant to get this out last night, but I had to get up super early and take care of my niece all day, so I fell asleep as soon as my head it the pillow, haha. Thank you to Connie Weasley, AvengersGirl-LokisSpy, Little Nerdling, 11Dr. Luv, Guest, Ali, skidney, XxCupcakeAssassinxX, and Tayla for reviewing!

Disclaimer - I don't own Doctor Who. I only own my OC, Emma Walker.


So lock all the doors
And put your child to rest
There's fire in the streets now
But it's quiet in your head


Emma fell out of the chute with a scream, landing halfway in something that seemed very similar to soup, and halfway on the Doctor. "God, where are we? It smells awful." She sat up, letting the Doctor stand and use his screwdriver on the area around them. She heard a loud scream and rolled out of the way just in time to avoid being flattened by Amy.

"High-speed air cannon." He looked back at them with a smile. "Lousy way to travel."

Amy picked up a piece of whatever she was lying in, throwing it down in disgust. "Where are we?"

"Six hundred feet down, twenty miles laterally — puts us at the heart of the ship. I'd say...Lancashire. What's this, then? A cave? Can't be a cave. Looks like a cave."

"It's a rubbish dump." She stood, throwing a bit of rubbish at the Doctor. "And it's minging!"

"Yes," he fell to his knees, picking something up and sniffing it. "but only food refuse. Organic, coming through feeder tubes from all over the ship."

"Why'd you sniff that? That's disgus-" Emma was on her way to the two of them when she slipped and fell face first in the mess. "Oh, God." She pushed herself up onto her hands and knees, trying not to gag. "Doctor?"

"The floor's all squidgy, like a water bed." Amy didn't seem all too disgusted, sifting through the food and slime.

"But feeding what, though?"

"It's sort of rubbery, feel it. Wet and slimy."

"Amy, please." Emma carefully rose to her feet, a hand on her stomach. There was a high-pitched noise in the distance and the Doctor jumped up, looking around. "What? What is it?"

"Uh...it's not a floor, it's a..." He shoved his screwdriver into his jacket. "So..."

"It's a what?" Amy stood.

"The next word is kind of a scary word. Take a moment. Get yourself in a calm place." He took each of their hands. His eyes widened, eyebrows drawing together when he saw Emma. "Um, you've got a bit of-"

"Rubbish all over my face?" She snapped. "Yeah, I got it, Doctor. Just say the bloody scary word. It's not as if this situation could get any worse."

"Right. Go 'omm'."

The girls looked at him as if he were insane — which wasn't exactly wrong — but complied. "Omm."

"It's a tongue."

"A tongue?" Now Amy was beginning to look freaked out.

"I was wrong." Emma gave a humorless laugh, throwing her hands into the air. "This situation can get worse. Well, now it can't, but it did get worse. So much worse!"

The Doctor, however, seemed excited. "A tongue. A great, big tongue."

"This is a mouth?" Amy turned, the food and whatever else making noise beneath her feet. "This whole place is a mouth? We're in a mouth!"

"Yes, yes, yes, but on the plus side, roomy."

Emma's eye twitched. When she was younger, she figured that if the Doctor came back for her, he'd take her to planets with kind aliens. He could even take her back in time to meet some of her favorite historical figures. She didn't expect to be inside a giant mouth. "Amy, I'm going to kill you for convincing me to come!" She lunged for her friend, but the Doctor grabbed her around the waist, having to keep a tight hold on her since the food and saliva made her slippery. "You best let go of me, Time Lord, 'cause you're next! Charming me with your stupid blue box-"

"Oi, she is not stupid!"

"-and making me think travelling with you would be fun! I'm in a mouth!"

"A mouth that we are guests in." He held her tighter as she struggled. "Remember that, you are a guest here. Don't fight."

She huffed, slumping in his grip and grabbing onto his arm. "Fine. How do we get out?"

"How big is this beastie?" He let her go, pulling out his screwdriver again. "It's gorgeous! Blimey! If this is just the mouth, I'd love to see the stomach." A groan sounded and he spun around, holding his hands up. "Though, not right now!"

"Doctor!" Amy yelled. "How do we get out?"

"Okay, it's being fed through surgically implanted feeder tubes, so the normal entrance is..." He turned to see a mess of large, sharp teeth. "Closed for business."

"We can try, though." She started towards the teeth and that's when everything started to shake.

"No, stop! Don't move! Too late. It's started."

"What has?"

"Swallow reflex!" What with the shaking and the fact that they were on a tongue, they couldn't keep their balance and all three landed in a heap. He rolled onto his stomach and pushed the button on his screwdriver.

"What are you doing?" Amy gasped out.

"I'm vibrating the chemoreceptors!"

"Chemo what?" She tried to stand, only to fall back down with a scream.

"The eject button!"

"How does a mouth have an eject button?"

Emma's eyes widened and she pushed up onto her knees, grabbing onto the Doctor's arm. "You don't mean-"

"Yes, I mean..." There was the sound of retching and they looked into the back of the creature's throat to see a wave of bile coming towards them. "Right, then." He straightened his tie. "This isn't going to be big on dignity. Geronimo!"

Next thing Emma knew, she was no longer in a mouth, but on the cement ground of some part of the ship. She coughed up what she wished was water, but knew it wasn't by the taste of it, and sat up to see the Doctor examining a door. "What-"

"There's nothing broken, there's no sign of concussion and yes, you are covered in sick."

"Oh, that's brilliant." She stood up. "Where are we?"

"Overspill pipe, at a guess."

Amy stumbled to her feet. "Oh, God, it stinks."

"That's not the pipe."

"Oh." She hesitated briefly before smelling herself. "Whoo. Can we get out?"

"One door, one door switch, one condition. We forget everything we saw." There was a beep and a button by the door that said 'forget' lit up. "Look familiar? That's the carrot." Lights lit up at the other end of the pipe to reveal two booths. "Ooh, here's the stick! There's a creature living in the heart of this ship." The three made their way to the booths. "What's it doing here?" The heads in the booths twisted around to show frowning faces. "No, that's not going to work on me, so come on. Big, old beast below decks, and everyone who protests gets shoved down its throat. Is that how it works?" The heads turned again, this time wearing the angry faces that they had when the Doctor pressed the 'protest' button. "Oh, stop it. I'm not leaving and I'm not forgetting and what are you fellows going to do about it? Stick out your tongues?" He raised his eyebrows. "Huh?" That's when the booths opened and the things stepped out.

"I hate you!" Emma yelled at the Doctor, taking quick steps back. She backed into someone and gasped, stepping aside just as Liz Ten raised her gun and shot both the Smilers. She twirled her gun before shoving it into its holster.

"Look who it is." The Doctor smiled. "You look a lot better without your mask."

"You must be Amy." She held out her hand for Amy to shake. "Liz. Liz Ten." They shook hands and she turned to Emma. "We didn't get a chance to talk earlier, Emma. Sorry, it was purely business." She gave her hand a quick shake as well before she wiped it on her cloak, which was completely understandable. "Lovely hair, Amy. Shame about the sick." She walked back to the door, wrapping her arm around Mandy's shoulder and pulling her in. "You know Mandy, yeah? She's very brave."

"How did you find us?"

"I stuck my gizmo on you." She threw a device identical to the one before to the Doctor. "Been listening in. Nice moves on the hurl escape. So, what's the big fella doing here?"

"You're over sixteen, you've voted. Whatever this is, you've chosen to forget about it."

"No. Never forgot, never voted. Not technically a British subject."

"Then who and what are you, and how do you know me?"

She smiled. "You're a bit hard to miss, love. Mysterious stranger, MO consistent with higher alien intelligence, hair of an idiot..." He pointed at her for a moment before deciding not to argue and ran a hand through his hair. "I've been brought up on the stories. My whole family was."

"Your family?"

She opened her mouth to say something else, but stopped when one of the Smilers began to move. "They're repairing. Doesn't take them long. Let's move." She and Mandy were the first out the door, while the Doctor hastily grabbed Amy and Emma and pushed them ahead of him. As they all walked through the corridor, Liz went on. "The Doctor. Old drinking buddy of Henry Twelve. Tea and scones with Liz Two. Vicky was a bit on the fence about you, weren't she? Knighted and exiled you on the same day. And so much for the Virgin Queen, you bad, bad boy!" At that, Amy and Emma looked at each other, both of them trying not to laugh.

"Liz Ten?"

"Liz Ten, yeah. Elizabeth the Tenth. And down!" Everyone lowered to the floor as she spun around and shot two Smilers that had been following them. She laughed, but turned serious when she looked down at the Doctor. "I'm the bloody Queen, mate. Basically, I rule." She put her pistols back into the holsters and lead them down another corridor, one with a cell in it that had two worm-type things with beaks. "There's a high-speed Vator through there. Oh, yeah." She added when she saw the Doctor looking into the cage. "There's these things. Any ideas?"

"Doctor, I saw one of these up top." Amy moved to his side. "There was a hole in the road, like it had burst through, like a root."

"Exactly like a root." He looked over his screwdriver. "It's all one creature — the same one we were inside — reaching out. It must be growing through the mechanisms of the entire ship."

"That's terrifying."

"What? Like an infestation?"

"No, really!" Emma's voice began to raise. "That is terrifying!" She received a sympathetic pat on the back from Amy.

"Someone's helping it. Feeding it. Feeding my subjects to it! Come on, we've got to keep moving." Liz stormed off with Mandy and Emma running after her. Amy was about to leave, but turned back when she saw the Doctor still watching the creatures.

"Doctor?"

"Oh, Amy." He whispered. "We should never have come here."


Emma walked into Liz's bedroom, extremely grateful to not smell like sick anymore since the Queen had allowed her, Amy, and the Doctor to get cleaned up. She furrowed her brow as she heard the conversation going on. "You're fifty? There's no way that you're fifty."

"Yeah, they slowed my body clock. Keeps me looking like the stamps."

"Ooh, if we still talk when I'm forty, take me to get that done." She patted the Doctor's shoulder as she passed him, joining Amy and Mandy on the chaise at the foot of Liz's bed.

The Doctor sat on the edge of the bed, holding up the mask. "And you always wear this in public?"

"Undercover's not easy when you're me. The autographs, the bunting."

"Air-balanced porcelain. Stays on by itself, 'cause it's perfectly sculpted to your face."

"Yeah," Liz furrowed her brow. "so what?"

"Oh, Liz. So everything."

The doors suddenly opened and four hooded men walked in. "What are you doing? How dare you come in here." Though Liz stayed on her bed, Emma, Amy, and the Doctor approached the men.

"Ma'am," one of them started. "you have expressed interest in the interior workings of Starship UK. You will come with us now."

An angry look appeared on Liz's face as she stood and stalked over to the man who spoke. "Why would I do that?" The man's head slowly spun to show the face of a severely angry Smiler.

"But...he was just...why?" Emma stepped behind the Doctor as subtly as she could, not wanting to face another of the terrifying creatures or whatever they were.

"Half Smiler, half human."

"Whatever you creatures are," Liz moved forward to get in its face. "I am still your queen. On whose authority is this done?"

"The highest authority, Ma'am."

"I am the highest authority!"

"Yes, Ma'am. You must go now, Ma'am."

"Where?"

"The tower, Ma'am."


The group was escorted into a large room full of high-tech machines. Amy heard some sort of banging and looked down into a grate to see more of the worm-like creatures. "Doctor, where are we?"

"The lowest point of Starship UK." He spun around, throwing his arms out. "The dungeon."

"Ma'am." A man with grey hair and glasses called out to Liz.

"Hawthorne! So this is where you hid yourself away." They walked towards each other. "I think you've got some explaining to do."

"There's children down here. What's that all about?" The Doctor asked, rubbing the head of one of the mentioned children affectionately.

"Protestors and citizens of limited value are fed to the beast. For some reason, it won't eat the children. You're the first adults it's spared. You're very lucky."

Emma moved to the Doctor's side, arms crossed over her chest and giving Hawthorne the harshest glare she could manage. "And you're very sick."

"Yeah, look at us. Torture chamber of the Tower of London. Lucky, lucky, lucky. Except it's not a torture chamber, is it? Well, except it is, except it isn't." He walked over to join Liz by what looked to be a well of some sort, with a brain in it. "Depends on your angle." He leaned over to look down at it as Amy, Emma, and Mandy joined them.

"What's that?"

"Well, like I say, depends on the angle. It's either the exposed pain centre of big fella's brain, being tortured relentlessly..."

"Or?"

"Or it's the gas pedal, the accelerator. Starship UK's go-faster button."

"I don't understand."

"Don't you? Try, go on." He rounded the well to stand next to Liz. "The spaceship that could never fly, no vibration on deck. This creature — this poor, trapped, terrified creature. It's not infesting you, it's not invading...it's what you have instead of an engine." His tone turned angrier with each word. "And this place down here is where you hurt it, where you torture it, day after day, just to keep it moving." Electricity shot down into the brain of the creature, from a maching above it. "Tell you what." He walked over to another well, pulling the grate off of it. "Normally, it's above the range of human hearing." One of the creatures shot up from the well and he stumbled back, pulling his screwdriver from his jacket. "This is the sound none of you wanted to hear." He used the screwdriver on it, letting the others hear the sound of the creature's cries.

Liz cringed, taking a step back and waving her hand in the air. "Stop it!" Once he had stopped the noise, she looked to Hawthorne. "Who did this?"

"We act on instructions from the highest authority."

"I am the highest authority. The creature will be released, now. I said now!" Nobody in the room moved. "Is anybody listening to me?"

"Liz." The Doctor lifted up the porcelain mask. "Your mask."

"What about my mask?"

He tossed it to her. "Look at it. It's old. At least two hundred years old, I'd say."

"Yeah, it's an antique, so?"

"Yeah, an antique made by craftsmen over two hundred years ago and perfectly sculpted to your face. They slowed your body clock alright, but you're not fifty. Nearer three hundred. And it's been a long, old reign."

She turned away for just a moment, disbelief and confusion on her face. "Nah, it's been ten years. I've been on this throne ten years."

"Ten years. And the same ten years over and over again," he took hold of her hand, leading her over to a voting area nearly similar to the one Amy had used. "always leading you here." The buttons read 'forget' and 'abdicate'.

She turned to Hawthorne. "What have you done?"

"Only what you have ordered. We work for you, Ma'am. The Winders, the Smilers, all of us." He turned on the screen, which was fuzzy for a moment before it showed Liz Ten.

"If you are watching this...if I am watching this, then I have found my way to the Tower of London." As she watched herself on the monitor, Liz sat down. "The creature you are looking at is called a Star Whale. Once, there were millions of them. They lived in the depths of space and, according to legend, guided the early space travelers through the asteroid belts. This one, as far as we are aware, is the last of its kind. And what we have done to it breaks my heart. The Earth was burning. Our sun had turned on us, and every other nation had fled to the skies. Our children screamed as the skies grew hotter. And then it came, like a miracle. The last of the Star Whales. We trapped it, we built our ship around it, and we rode on its back to safety. If you wish our voyage to continue, then you must press the 'forget' button." Liz looked down at the button. "Be again the heart of this nation, untainted. If not, press the other button." Her gaze trailed to the button that said 'abdicate'. "Your reign will end, the Star Whale will be released, and our ship will disintegrate. I hope I keep the strength to make the right decision."

"I voted for this." Amy looked at the Doctor. "Why would I do that?"

"Because you knew if we stayed here, I'd be faced with an impossible choice. Humanity or the alien. You took it upon yourself to save me from that. And that was wrong." The look on his face darkened. "You don't ever decide what I need to know."

"I don't even remember doing it."

"But you did it, that's what counts."

"I'm...I'm sorry."

"Oh, I don't care." He turned, walking away as he told her, "When I'm done here, you're going home."

She stayed silent for a moment. "Why? Because I made a mistake? One mistake? I don't even remember doing it." He didn't even look up at her. "Doctor!"

"Yeah, I know." I finally looked at her, a smirk on his face that aggravated Emma as she saw it. "You're only human."

"Stop it." She decided to step in and try to defend her best friend, the Doctor's anger causing her anger to surface. "You're being completely unfair to her." She paused when she noticed he was doing something on one of the machines. "What are you doing?"

He sighed. "The worst thing I'll ever do. I'm going to pass a massive electrical charge through the Star Whale's brain. Should knock out all its higher functions, leave it a vegetable. The ship will still fly, but the whale won't feel it."

"That would be like killing it." Amy's statement had him shutting his eyes in frustration.

"Look, three options. One: I let the Star Whale continue in unendurable agony for hundreds more years. Two: I kill everyone on this ship. Three: I murder a beautiful, innocent creature as painlessly as I can. And then I find a new name, 'cause I won't be the Doctor anymore."

"There must be something we can do," Liz said. "some other way."

"Nobody talk to me." He slammed his hands down onto the machine. "Nobody human has anything to say to me today!" They watched him in silence for only a moment before they walked away. But rather than retreating to the other side of the room like the others, Emma made her way around the machine and stepped between him and it, arms crossed over her chest.

"Let's pretend I'm a bloody vampire, then!"

His jaw visibly clenched. "Emma, move."

"No." She shook her head, glaring up at him and pulling herself up to her full height to try and appear intimidating. "There's got to be another option, and I'm not moving until you figure out what it is. I won't let you kill an innocent creature and destroy yourself in the process, because it's very clear that's going to happen. So," she cleared her throat, raising her chin. "start thinking."

"Don't think for one second that I won't use force."

"Do it, Time Lord." Next thing she knew, he had wrapped his arm around her waist and threw her right over his shoulder. That wasn't what she had been expecting. "Oi! Put me down! Doctor, I swear, if you don't put me down-" With a soft 'oof' she fell to the floor, next to where Amy and Mandy were seated, and the Doctor was already going back to what he had been doing before. "Stubborn arse." She mumbled it, but he heard her anyway.

"Stubborn woman!" He shot back. After that, the three girls watched helplessly as he prepared to turn the poor Star Whale into a vegetable. The door suddenly opened and a few children walked in, one that Mandy seemed to know.

"Timmy!" She jumped up, running to a little boy. "You made it, you're okay!" He said nothing, just stared up at her. "It's me. Mandy." Behind her back, one of the whale's feelers curled up, looking as if it was about to strike her, and Amy and Emma were quick to stand. Instead, it tapped her on the shoulder and she turned around to face it, petting it.

"What?" Emma looked to Amy as if she could answer, only to see that her friend was still staring at the children, though her eyes were empty as if she wasn't all there. "Amy? Are you alright? Amy!" She snapped her fingers in her face. "Amelia Pond-"

"Doctor, stop!" She pushed past Emma and ran to the Doctor. "Whatever you're doing, stop it now!" He didn't listen, so she went to Liz and grabbed onto her wrist. "Sorry, your Majesty, going to need a hand." She dragged her towards the voting monitor.

"Amy, no! No!" The Doctor was running for them, but Amy had already slammed the queen's hand down onto the 'abdicate' button. All was still for a moment before the whale cried out and the entire ship began to shake.

"What did you do, Amy?" Emma backed against the wall, trying to keep from ending up back on the floor.

"Nothing at all." She looked to Hawthorne. "Am I right?"

He looked back at her, surprise evident on his face. "We've increased speed."

"Yeah, well, you've stopped torturing the pilot. Gotta help." She smiled.

"It's still here?" Liz approached the well that held the whale's brain. "I don't understand."

"The Star Whale didn't come like a miracle all those years ago. It volunteered. You didn't have to trap it or torture it — that was all just you. It came because it couldn't stand to watch your children cry. What if you were really old, and really kind and alone? Your whole race dead, no future. What couldn't you do then? If you were that old, and that kind, and the very last of your kind," Amy turned to look at the Doctor. "you couldn't just stand there and watch children cry."


Emma made her way into the observation deck, knowing she'd find the Doctor their. She stood by him, adopting the same stance he had, back straight and arms crossed over her chest. "How are you doing, Grumpy?"

He looked at her out of the corner of his eye, one side of his mouth twitching up into a quick smirk. They stood in silence for a few moments. "I can take you home, if that's what you want." He glanced at her again, just for a second, before his eyes went back to the stars. "Is it what you want?"

"No." She said carefully, after thinking about it. "It's not what I want."

"Really?" He didn't even bother to try and hide the shock in his voice, turning his head to look at her straight on. "But you were really, very upset about being in the Star Whale's mouth. You were going to murder me, after you were through with Amy, that is. And I sort of, you know, manhandled you...a bit."

"A bit?" She laughed. "Last time I checked, carrying someone over your shoulder is a hell of a lot more than a bit." Her laughter faded when she saw his face darken. "Look, I don't care. It's not as if you hurt me or scared the life out of me, you were just upset and had an outburst. It happens to the best of us, if me preparing to kill you and Amy is any proof of that."

He didn't say anything for ten or so seconds before something sparked in his eyes. "Another reason for you to go, you kept saying that you have a...well, you never got around to telling me what you have. What do you have? A puppy, or..." He trailed off at the upset look on her face. "What?"

"Do you want me to go home?" She couldn't help the way her voice shook. It wouldn't surprise her if the Doctor didn't want her around, but that didn't make it hurt any less. He was one of the kindest people — well, he was an alien, but he seemed mostly like a person — she'd ever met, so what did it say about her if he wanted her to leave?

"No!" He shook his head so fast it honestly seemed like it should snap off. "No! Don't you ever think that, ever. I'd just rather not have you stay with Amy and me if it makes you unhappy."

"Well, lucky for you, it doesn't make me unhappy." She poked him hard in the shoulder. "And don't you ever think that. 'Course, being in a mouth makes me unhappy, but I highly doubt it will happen again." She gave him a wary look. "Right?"

He shrugged. "Anything's possible, but I don't think so. And if we do, I promise, you can kill me."

"I'll hold you to that promise." They shared a small smile. "About your question, the one about what I have, I don't think there's any harm in telling you, right?" She didn't give him a chance to answer, nodding to herself. "Yeah, well, a year and a half ago, me and J-"

"From her Majesty." Amy stepped up to the Doctor's side, holding out Liz's mask. "She says there will be no more secrets on Starship UK." An angry look appeared on his face and he kept his arms crossed over his chest, not moving to accept the mask.

"Amy, you could have killed everyone on this ship."

Her smile fell and she replied softly, "You could have killed a Star Whale."

"And you saved it." He turned to face her. "I know, I know."

"Amazing, though, don't you think? The Star Whale. All that pain and misery...and loneliness." She looked at him through the side of her eye. "And it just made it kind."

"But you couldn't have known how it would react."

"You couldn't. But I've seen it before. Very old and very kind, and the very, very last. Sound a bit familiar?" They stared at each other before the Doctor smiled and pulled her in for a hug. "Hey."

"What?"

"Gotcha."

He laughed. "Gotcha."

"Alright, alright, we've thankfully made up, now-" Before Emma could finish her sentence, the two had reached out and pulled her into their hug. "Whoa, I didn't ask for this!" Despite her words, she didn't pull away, but wrapped her arms around their shoulders.

"I'm the best hugger around!" The Doctor's arm tightened around her waist. "You love it."

"Yeah." She sighed, more contentedly than angrily. "I love it."


A/N - I GAVE YOU A HINT AS TO WHO SHE WAS ON THE PHONE WITH. And I know that that one letter isn't going to help with who you think it is, but it's not who you think it is. And I KNOW who you all think it is :P Anywho, the next few chapters will be an original "episode" that may or may not involve the Doctor pretending to be a teacher...I may do Victory of the Daleks after, but I'm not sure. I'd like Emma to know about Daleks and see his anger for them, but I'm not sure how well I can fit her in there. What do you all think? Would you like me to do Victory of the Daleks after the next "episode"?