a/n: One more chapt to go! Thanks again to a_who_in_whoville who rocked it as the beta babe!

Disclaimer: I do not own Doctor Who

"You are from before we became us, the last, he who wielded the moment, the Destroyer of everything. The Destroyer caused the disintegration of that which contained us, hurled us here to be come the new us. We are not you, we are us and we will survive." They said in a hissing voice which echoed throughout the Void while the Doctor flinched at the accusatory tone in their vicious words.

He stared at them in horror and sadness at what they had become, wondering how they came to be here. Seeing them like this, only added to the heavy weight of his guilt. He looked up at them, his eyes filled with emotion. "But you don't understand! I had no choice. The counsel, Rassilon, they were going to destroy everything. Only the few they chose would have survived. The entire universe including the people of our own world they did not deem worthy would have been destroyed. I couldn't let that happen. Please, let me help you."

"We are us. You are not like us. The modified human is ours, will show us the way to a new us, will serve us. We will live and be the new us. We will make more like the creature Rose Tyler to serve us and serve their purpose."

The full impact of their plans was like a foul bile in his throat. Once again, he was being forced to be a protector of the universe against his own people. He felt such turmoil within himself.

"No! You can't! It's wrong! You know this. What happened to Rose was an accident. That experiment wasn't sanctioned and those responsible were punished. I can't let you do that. I can help you so you don't have to do this. There's no reason to hurt her or anyone else. You could be so much more. Think of the possibilities. We can start new, afresh. Let us work together. Please, I don't want to be alone," he begged with tears in his eyes.

"We are us, this is our realm. You are the Destroyer, the remnant of before we became us. The Doctor will not interfere or stop us from becoming the new us. The Destroyer of All Things will not be permitted to continue. It must cease. The creature Rose Tyler must learn to obey and will see the Destroyer of All Things meet its peril as we become the new us. Rose Tyler will facilitate our joining with Tardis, she is the conduit. We shall evolve and become more."

The Void creatures again drove a spike through the ice and the Doctor felt Rose's pain. The light from his Tardis flared and he felt power flowing in and around him. He looked up at the things that had once been his people. A deep sadness permeated him but was tempered with anger as he became aware of what they had been doing to Rose and what they planned for the universe. Flashes of Rose's awareness, of what she had experienced and her pleading with them spirited through his mind. The bitter reality that his own people, driven mad by the Void, wanted to use Rose in some new conquest of the universe. Once again he had been tortured with false hope.

"No," he said with an icy calm. "You're not going to hurt Rose any more. You have one chance, just one. Allow me to help you, find you a planet where you can rest and recover, remember all that you were and become better than what the worst of our people were going to do. This is your chance to leave this desolate place and learn how to live again."

The former Time Lords, and he could not even think of them as Time Lords anymore, became agitated and swarmed around him and attacked the ice encasing Rose with a great frenzy. He gasped as he felt an icy tendril from one of them lashing at him. More of them lashed out at him and he felt what he perceived as tears in his clothing and icy trickles of blood streaming down his body and soaking his clothing. He pulled out his sonic and activated it using it to focus a burst of psychic energy which blew the Void creatures away in an explosion of light. He ran to Rose and began yanking the spikes out of the ice. Even though he knew that the appearance of the ice and metal spike was an illusion, an interpretation of the Void creatures' psychic attack, he couldn't help but feel a well of fury at them and terror for Rose. He placed his hands on they icy tomb with flecks of blood on it and focused on her. He fell backwards as he felt a powerful burst come from the frozen tomb which shattered and rained bits of ice and water all around him. He ran back over to his Rose who was now drenched in frigid water. The Void creatures fell upon them grasping at the Doctor whispering, "The Destroyer shall not interfere. Rose Tyler is the anomaly, the product of what we were, designed for our use. The anomaly will serve us as the conduit to make the new us, to make more of itself to serve us. The Destroyer will fade into obscurity, slowly perish, ripped apart by time as those that were before us. He shall suffer an eternity of pain for his reign of destruction."

The Void creatures began wrenching him away from Rose. "No!" he screamed as he fought them. "You will not touch her!" he shouted.

Suddenly, Rose sat up from the remnants of her icy prison and looked at them. The Tardis pulsed with a light so bright it was as if a sun had gone super nova inside the Void bathing this false reality with its glow, embracing Rose. She looked at the Doctor. "My Doctor," she whispered. She looked at the Void creatures who had dropped him and were swirling just outside of the light. "Told you, my ride was comin'. You should have let him help you." She turned back to the Doctor who ran to her and took her in his arms. Her head fell limply against his shoulder.

"Rose," he croaked. One of the Void creatures raced down toward them. Rose looked up into his eyes and smiled. "Knew you'd come," she whispered.

They both looked up at the Void creatures. The Doctor felt a rage overtake him. He felt his connection to the Tardis flow through him to Rose, binding the three of them in some form of triumvirate. He drew from this well of power and screamed. "No! You will not have her!" His voice caused the reality to warp and deteriorate. The black hole in the well began strengthening and pulling bits of its surroundings into it. The Doctor pulsed with power, almost consumed by it and stared coldly at the Void Creatures. The Oncoming Storm had arrived. This reality was being destroyed and bits of it were whirling around him striking the Void creatures and being sucked into the black hole. A bubble of energy surrounded he and Rose. The Void creatures furiously pummeled the energy field around them, bounding off and coming back at them.

"Doctor!" a voice rang out. He turned and saw Jack Harkness with a rope tied around his waist, fighting against the howling winds. He was enveloped by the energy field around them and grabbed the Doctor yanking him backward. The Void creatures continued their all out assault on them. The energy field that had been protecting them was weakening as they fought their way back to the Tardis. Rose hung limply in the Doctor's arms and he could feel all warmth leached from her body as frigid rivulets of water dripped from her cold wet clothing. He had to get her back to the Tardis quickly. Soon, the creatures were through the energy field.

Jack, the Doctor and Rose were a few feet from the Tardis entrance. Mickey, Martha and Donna were guarding the entrance with everything from a cricket bat to a tennis racket and a coat rack and striking out at any of the creatures who ventured near them, preventing them from gaining access to the Tardis. Jack heaved them backward but one of the creatures grabbed Rose. It was a tug of war between the Doctor and the Void creature with Rose in the middle. Jack had his arms around the Doctor's waist and was pulling him inside as the Doctor held tightly to Rose shouting "Noooo!"

Finally, Mickey appeared with a pulse canon. He hefted it up, aimed and shot the Void creature grasping at Rose. The creature lost its grip and the group of them tumbled backwards into the Tardis.

The Doctor turned to Jack who was on his knees staring at Rose. Jack looked up at him. "Thank you," the Doctor said and looked down at Rose, gently caressing her cheek.

Martha raced over. "She's ice cold and barely breathing. We need to get her to the infirmary now!"

The Void creatures continued their assault of the shielding protecting the doorway of the still open Tardis. The Doctor looked at Jack and then Mickey who had also raced up to them. "Take her," he said. Jack nodded and picked up Rose and raced with Mickey and Martha toward the infirmary.

Donna who had been standing off to the side stepped forward. "Doctor, what are you going to do?"

The Doctor stood up and walked up to the doorway staring at the Void Creatures attacking his ship. He leaned against the doorway, his shoulders slumped and a sad look on his face.

Donna walked up to him. "What are they?"

"They were my people, but they were lost in the Void and over time it took them, destroyed any part of them that was good. They deteriorated into these creatures."

Donna put her hand on his arm. "I'm sorry. Is there nothing you can do to help them?"

He slowly shook his head. "They don't want help. They're too damaged. They wanted to enslave Rose, use her like a tool. Those creatures couldn't even acknowledge her as a being, referred to her as an 'it'. I saw what they were thinking, what they did to her."

He turned to Donna. "What they would do to you and your people. I can't allow that," he said and turned back to the door gazing out into the Void. "You should go back and help Martha."

"What? And leave you here to throw yourself out there with that lot cause you feel guilty 'cos you lived? Not likely skinny boy. I know you're sad and feel guilty over those things out there. Knowin' you, you gave 'em a choice didn't you?"

"Yeah," he answered, not looking at her.

"Well then, they were stupid and chose not to let you help 'em. Tough luck for them. They want to hold on to all that evil, conquering and enslaving the universe rubbish, then they get what they deserve."

"You don't understand. They're all I have left," he said sadly.

Donna hit him on the back of the head. He turned and stared at her rubbing his head. "Oi! What did you do that for?"

"Cos you're bein' daft. You're not alone. It's like Sarah Jane said when you dropped her off. You've got the biggest family in the universe if you'd just open those Time Lord eyes. Honestly, sometimes I wonder about that big alien brain of yours. Can't see what's in front of you. Now, enough of the moping. Rose needs you and we need to get out of here. No tellin' what all those things will do to the Tardis. Besides, this place gives me the creeps."

The Doctor stared at her.

"Well, go on then!" she said, crossing her arms and glaring at him.

He nodded his head. "Go on back and check on Rose. I'll get us out of here."

Donna didn't look like she believed him but nodded and left.

He stared at the darkness at what was now a swirling mass of black. He could barely differentiate what were the Void creatures and what was just the utter nothingness of the Void. "I'm sorry, I'm so sorry," he said. He shut his eyes as a tear fell down his face and he turned away.

Just as the doors were shutting, he heard them whispering, "This is not the ending but the beginning of a new us. We will be watching you."

He stared at the shut doors and a shiver passed through him. He backed up to the console and he started the process of finding a way out of the Void and back to the right universe.