Thank you so much everyone for your comments, reviews, watches and faves! I love hearing what you guys have to say and it inspires me to write better and quicker! I'm sorry it took me a while to get to this chapter. I've had an insanely busy week, but I won't bore you with the details. Instead, I'll give you a chapter. I can't wait to hear your thoughts on it! :D

Akdevor was angry. Well, that was really an understatement. He was furious. The Doctor could feel it an whatever it was that was causing it was also distracting him enough to leave the Doctor alone. The break was pleasant, though if he had been a little less mentally exhausted, he might have wondered why Akdevor was angry. It could have had something to do with Jack and Martha. He may have realized that the Doctor had healed one of his Legion, that was if she had escaped unnoticed. Or any number of other reasons he was unable to think of. It did, however, occur to him that Akdevor would be in a rage next time he entered the cell, more strong than before. He guessed that, if the rate of attack were to remain the same, then he could last two more attacks. If Akdevor came out him fueled with fury, maybe not even one.

Akdevor had been wrong about it being a relief, knowing he would soon break. It wasn't a relief. It wasn't a comfort knowing that Akdevor was going to turn him into a souless monster and that he would feel nothing, because that wouldn't be true. Amara had been alive, deep, deep within the beast on the surface and she had been scared, hurt, crying, firghtened beyond the ability to help herself.

Then again, he had not seen a soul in the canine Legion. They had felt and seemed just as vile and cruel as Akdevor himself. They were his chosen few, after all. That was what he planned for the Doctor and it horrified him.

He raised his head when he felt Akdevor enter the room. He was surprised to find that Akdevor appeared to be attempting to take on a physical shape, morphing the black mist into limbs, a head and a tail, but he wasn't successful. It was really more like a shadow of a creature nearby. The Doctor thought it strange that he would want to attempt this, but he didn't have much time to dwell on it.

"You have been busier than I thought since you arrived, Doctor," Akdevor hissed venomously.

"I'm sorry?" the Doctor asked, looking up into the darkness with weary eyes.

"How did you manage it?"

He blinked. He was too tired to get his thoughts together at the moment, and he thought that this was the reason he wasn't understanding Akdevor's question. "What am I being accused of managing?"

"DO NOT MOCK ME!" Akdevor roared, making the Doctor instinctively flinch away. He filled up the room so that he felt and (if it weren't so dark) looked bigger. "I know how you did it to my servant. This does not matter to me. How did you reach my elite?"

The Doctor stared at him with what must have looked like a dumb expression, mouth slightly open in bewilderment. "I honestly don't know what you're talking about."

"One of my elite has killed another...my favorite. I want to know how you did it."

The Doctor was silent as the implication of his words registered in his weary mind. A smile crept onto his face- it looked sinister accompanied with the dark bags under his eyes and exhausted expression. Whatever was happening, it was inconveniencing Akdevor, and that was enough to lift his spirits slightly. "Something gone wrong, then? Your fool-proof scheme not as fool-proof as you thought it was?"

Akdevor was practically steaming with rage. "It is impossible to reach my elite. You've seen it yourself. These are the ones that have no souls to free, so there must be something else. Tell me-"

"Or what?" the Doctor bit. "You'll 'make things unpleasant'?" he said, mocking Akdevor's voice as best he could. He didn't do it right, of course, but it added to the scathing way he had wanted it to come across. "Too late for that, I'm afraid."

"Indeed. I cannot inflict more pain upon you. Such an act would be fruitless. But your friends, however, are a different matter."

The Doctor felt his hearts stop.

"Make no mistake, I am aware of the importance that at least one should be released to ensure you live. However, I was being generous in letting them both go. This could change very quickly." He paused, allowing the threat to fully sink in before continuing. "Tell me how you have done it."

The Doctor felt panic rise in his chest, the importance of getting Akdevor to believe him plain on his features and voice. "Please. I don't know what's been happening to your elite, but I swear it's not me. Freeing Amara was difficult enough. I haven't even been close enough to any of your other Legion to attempt reaching out to them, much less control them," he reasoned.

"I said nothing of controlling them," Akdevor said darkly.

The Doctor's eyes widened, his fists clenching in fear. "I only assumed that that was what you were impl-" the rest of the sentence was cut off in an agonized scream as Akdevor entered his mind, intent only on inflicting pain. Akdevor reached into already-accessed areas of his mind, pulling forth every moment he could find of the Doctor in pain, making him feel like it was happening all it once.

The Doctor's body writhed and he let out an agonized scream. He felt like he was burning up from the inside out, then like there were millions of tiny, painfully sharp needles prickling his body, his body ached when the feeling of getting beaten all over came, eliciting more blood-curdling screams, and then he felt electricty courses through his muscles, making him twitch and writhe.

"Tell me," Akdevor demanded, stopping his attack momentarily.

The Doctor collapsed onto the floor, the cord on the collar pulling taut and lifting his head uncomfortably off of the ground, not that he was noticing. His body was screaming with pain as he gasped for breath. He didn't bother to pick himself up. That would have been too tiring. He laid on his side, considering his deal with Akdevor to save Martha and Jack. Maybe they would be fine without him. Maybe everything would work out fine if he just died right then... but what if it wasn't? Sighing in a hoarse throat, he weakly pushed himself up to sit, leaning his heavy head against the wall behind him. The effort of this left him breathing heavily. "There's nothing to tell. Look at me. Does it look... like I have enough strength... to pull off something like that?" he asked between heavy, difficult breaths.

Akevor regarded him uncertainly.

"Besides. I think... you may be... overlooking a possibility."

"Oh? And what is that?"

The Doctor managed a smile. "Maybe you're losing control of them."

The response to this statement was expected and immediate. The Doctor shut his eyes as pain engulfed him once more and he screamed.

Grem refused to carry Amara up the mountain despite the assurances Jack and Marth gave him. He only barely tolerated her being near him, watching her from the corner of his ghostly eyes while growling low in his throat. Finally, Martha and Jack gave up and decided they would walk up the mountain. It would take longer, but they had no other options.

Amara and Grem walked on opposite sides of Jack and Martha, since neither seemed particularly fond of the other. It was an extremely awkward climb. Jack and Martha would exchange uncomfortable glances at each other, wondering whether or not they should try and talk or just leave the silence.

It was a good hour and a half before they finally came to a stop at a crevice between the largest of the mountains and another smaller one. Amara pointed at the base of the larger. "There's an entrance here. Legion will pass through sometimes, but it's not actively guarded."

Grem sniffed at the air, but appeared not to smell anything he disliked.

Jack nodded. "Alright. Here's the plan-"

"Jack," Martha said, glancing off towards the main entrance of the prison.

"What?" he asked.

She pointed and the four looked. Legion were pouring out of the black building, speading out and running off in different directions.

"What's going on?" Martha asked.

Grem growled. "Legion searches. He knows. Legion comes." Grem looked around and then began digging, pulling up huge paw-fuls of dirt and chucking it over his shoulder in a frantic hurry.

"What is it doing?" Amara asked, scowling with disgust at him.

"Grem, what are you doing?" Martha asked.

Grem did not answer, but he looked up a few times in the direction Martha had pointed. "Legion comes."

Jack looked and saw that two were headed in their direction. He turned to the others. "We've got to go. Grem, quit that and come on."

Grem growled again and continued digging. He had nearly dug four feet downwards. "Legion comes. Legion comes. Legion comes." He sniffed and snarled.

Martha watched him and then glanced at the pile of dirt. She bent down and sniffed. The Doctor had been right about it not smelling like glass. It had a more pungent smell than most dirt, but it smelled like dirt nonetheless. She then lifted a hand to her nose and smelled. She looked at Amara and Jack. "They can smell us."

"Legion smells you," Grem agreed, nearly disappearing in the hole he had dug. He jumped out and then nodded at it. "In."

"I'm not getting in there," Jack protested.

"Jack, we can't outrun them and we can't hide from them. If they get close enough they'll be able to smell us," Martha explained. Of course, they couldn't just roll around in the dirt to mask their smell. It was too sharp and would more likely smear their blood everywhere from tiny cuts. Grem's plan was actually quite genius. Without another word, Martha jumped in and laid down, careful not to touch her bare skin against the sharp grains.

Jack sighed in exasperation but jumped in after her, laying down beside her and putting his arm around her neck for her to rest her head.

Grem looked at Amara, growling, but appeared to consent to her getting in.

She hesitated, looking between the hole and Grem, before finally jumping in as well, laying down beside Jack. Grem then jumped in afterward, his body providing cover as he began to bury them in using his tail. He used his arms to guard the bodies beneath him from the dirt pouring in, essentially creating a bony, leathery cacoon. A short time later, they were enveloped in darkness.

Martha listened as overhead soft pattering could be heard as two Legion passed, never pausing. It had worked.

Grem did not get out as soon as their footsteps had faded away. He remained for a good time after, laying completely still on top of them. He only started to move when the bodies beneath him started struggling to breathe. He lifted his head, tossing off the dirt and then craned his neck, creating a small opening in the coffin of glass dirt. Amara crawled through first, then Martha and then Jack. When all three of them had escaped, getting a few small cuts from the dirt on the way out, Grem stood and got out of the hole. He stepped away from them and shook himself off.

Martha looked around. All of the Legion had vanished. If they were lucky, that meant that all they would have to worry about once they were inside was Akdevor himself. A cool breeze tickled her skin and she went to hug hersef. Her fingers brushed against her arm and she suddenly jerked away in fright, letting out a little gasp.

Jack turned to her immediately. "What is it?"

Martha shook her head. "I don't know," she said and tentatively touched the spot on her arm again. It was slimy and... leathery. Her eyes widened in horror. "What is that?"

"What?" Jack asked in mounting alarm, taking her arm and looking at it. He stared. "What is that?"

Grem walked over, looked and suddenly back away, hissing.

"What's happening, Grem?" Martha asked.

"Poison. His poison," he answered. He checked his wounds and snarled when he found one dripping. He grabbed at one of the pieces of cloth on another wound and placed it over the oozing gash on his side, sealing it.

Martha looked at the leathery skin on her arm in horror and then at Grem. "I'm not going to... change... am I?"

Grem approached her almost cautiously, eyes flicking from her face to her arm. He sniffed at the skin on her arm tentatively and then shook himself off as though he disliked the smell. "Too little for change. Martha is too strong," he said and then started walking to the back entrance of the prison.

"I'm too strong?" Martha asked curiously.

"Your mind needs to be broken for it to fully take hold," Amara explained, following after Grem. Martha and Jack joined her.

"Why is that?" Jack asked.

Amara shrugged. "I don't know. I've been too busy being consumed by it to really question it."

Jack looked at Martha's arm, the leather skin there having spread a little since he'd last looked. It was black in constrast to her skin, like there was a hole there. It was visible even in the darkness. "Does it hurt?" he asked.

"A little," Martha said. It kind of stung, but not enough to be actively painful. It was more annoying than anything.

They stopped talking when they approached the cave entrance. Jack took the lead, followed by Martha, Grem and Amara. They crept inside,, finding no Legion to impede their progress, following a wide passage for several minutes until coming into a long hall lined with entryways on either side. Most led into large hangar bays with ships of varrying sizes, only really visible with their outlines and blinking lights. The other entrances were pitch black.

"Where are we?" Martha whispered.

"This is where He keeps his battle ships," Amara answered.

"Who flies these things?" Jack asked, observing the strange design of the ships.

"Legion does."

"Yeah, but I mean do the dog-Legions or do-"

"Both do," Amara said. "It takes both to fly them successfully."

They continued in silence when suddenly Grem made a low, venomous hiss, jumped ahead to block them from moving forward and began to push them into one of the black rooms with his head frantically.

"Grem! What is it?" Martha asked in alarm as he pushed her into a blanket of blackness.

"Him! Him!" Grem whispered, pushing each of them all the way back until they hit the wall of the black room. He positioned himself in front of them, facing the entrance and watching it alertly, like a guard dog.

Martha, Amara and Jack hunkered down, listening and watching the slightly less dark outline of the door they had been ushered through. Amara was shaking, stifling back whimpers of fear. Martha could hear her chanting something under her breath and could only just make out what it was. "Not again... please not again... please not again..."

"Amara, be quiet," Jack whispered and though Martha had thought it harsh, she didn't deny that she really needed to be quiet.

Suddenly the outline of the door disappeared as something deeper than black passed it. The darkness seemed to close in around them suffocatingly, closing their lungs. Martha suddenly felt terrified, beyond any fear she had ever felt in her life. She felt herself shaking and knew that they had been found and that they would surely die. There was no hope. They wouldn't be able to save the Doctor. They wouldn't be able to save themselves. It was all over.

And as quickly as it had come, it passed. Martha felt the fear and the hopelessness leave her and she looked ahead at the once again visible doorway. Amara had tears streaming down her cheeks, working feverishly to keep her snivels silent.

Grem watched the door with robotic focus, eyes never moving from it, as though he expected something to jump out at any moment and tear them all to pieces. Martha noticed his breathing had changed. Each inhale and exhale was short. He was afraid. Knowing this brought the fear- though greatly less than before- back to her.

Grem did not move for ten minutes. He remained still, eyes unwavering, like a statue and Martha began to fear that whatever had passed the door had scared him too badly to function anymore, but finally he slowly made his way to the door, sniffed, looked out and then turned to them. "He is gone."

"What was it?" Martha asked.

"Him."

"Yeah, but... I've never felt anything-"

"He is very old and very powerful," Amara said, coming out of the darkness. Her voice sounded shaky and her eyes were glistening with tears. "He does that to every being He encounters."

Martha shivered, wondering if that was what the Doctor had expierenced when he'd met Akdevor, or if perhaps he was strong enough and... alien enough to deter it. She hoped for the latter.

Grem led the way this time, stopping often to sniff at the air and peer ahead. This made their progress slow-going, but Jack insisted that it was worth it. He had obviously not enjoyed the encounter with Akdevor either, and wanted to take every precaution possible to avoid a second run-in. The hall they were walking down eventually began to slant upwards and then they came to several flights of stairs. They passed more passages and doors, but both Grem and Amara continued straight. After the third staircase, they came to a fork in the passage.

"Left leads to the prison and the right leads to the main bay, where Akdevor directs the planet," Amara said.

"Left is the prison... where the Doctor is?" Martha asked.

She nodded.

Martha turned to Jack, who was looking at the right passage determinedly. "Jack, you and Grem go to the bay. Amara and I can go left."

He stared at her. "What? No. We're not seperating," Jack protested. "That's too dangerous."

"We'll waste time if we all go together," Martha said. "And I don't know about you, but I want to get the Doctor out of here."

"He wasn't doing well the last I saw him," Amara added. "It's likely that this will be your last chance to save him."

Jack frowned indecisively. Grem was scowling, although whether or not this was because his expression was usually like this or because he disagreed with the plan was lost on everyone. Jack sighed and handed Martha his gun. He knew if a Legion came upon them, it would do her no good, but he wasn't sure what it might do to Akdevor and if it helped, he was more than willing to give it. "We'll meet back here in 15 minutes. 15 minutes. No less," he said firmly.

Martha nodded, taking the gun and putting it into her belt.

"Why don't you take Grem?" Jack asked.

"Because I'll have the Doctor," Martha said. "This way youll have someone to protect you."

"I don't need protecting. I don't die, remember?"

"It's not dying that's a problem," Amara said. "You'd best go with that thing."

Grem growled at her, glanced at Martha as though pleadingly, but did not argue. Instead, he turned and started making his way down the right passage. Jack frowned irritably, hugged Martha and then followed after the beast begrudgingly.

The other two then headed down the left path.