Phoenix again found herself on her hands and knees, gasping at the pounding headache that once again made itself known. Hurrying to her feet, she looked around, squinting as the bright lights caused her head to pound even more. What the hell was this thing? She thought, looking at the device on her wrist. Why did it keep snatching her away?

Oh, no! Everyone was going to die! Panicked, she began fiddling with the controls on the device. There had to be a way to get back! She couldn't just leave them! Screaming rang out suddenly and she jumped, looking away from the device and hurrying through the hallways towards the sounds.

"Go! Go! Go! Go!" A man's voice was shouting and rounding a corner, she realized it was the man she'd seen when she was on the rooftop. What was the significance of them? Glancing back, she was confronted by the body of a man who had blood pouring out of his throat whilst three people sprayed something with, well, she wasn't entirely sure.

The creature had sharp teeth with blood coating them. It must've attacked the man, she deduced, glancing between them. So did these people help with alien anomalies then? The man from earlier hurried past her and over to the others who were putting a bag over the creature's head. Were they going to kill it?

Then something that changed her world entirely. The man who was spraying the creature turned enough so that she could see his profile. Shock flooded her and the world seemed to slow down as she attempted to process what she was seeing.

"Owen?" She gasped out, her thoughts in turmoil as the world spun. But he was a doctor. He couldn't be involved in this. The man in question turned sharply upon hearing her voice only to see her disappear again.

When her feet touched ground again, she found herself collapsing to her back, her head pounding and black spots floating in her vision. The effects of this mode of transport were quite worrying. Would this happen when she had traveled on the TARDIS as well?

"There you are, princess." The voice was a little confusing at first, but she quickly came to realize that it was Cassandra. "Don't worry. You'll be able to watch the death of your friend's shortly. Moisturize me."

Groaning, she pushed herself to her feet, looking around as the black spots began to fade, her vision clearing. She was on another space station. Or was this one a ship? She couldn't be sure. It wasn't as nice as the one Rose and the Doctor were currently trapped on, but it wasn't too bad either. It was smaller and there was more lavish decorations.

"Why am I here?" She wondered aloud, confused.

"I will have your family pay ransom, of course. It's so simple and easy." Cassandra murmured with a sickening smile. "Just have to settle on a price for your pretty little head. Then I can place the blame on my rivals and then when your parent's receive your pretty little head in a box, they'll take care of that problem for me and I can gather up my rival's shares, as well."

Phoenix paled as Cassandra's assistant's moved towards her. She turned and bolted through the doors that led out into a corridor, her head protesting the quick motions. The corridors spun and she was barely able to remain on her feet. What had this device done to her?

Glancing back, she saw that Cassandra's men were catching up to her, one actually scaling the wall and crawling quickly towards her. He leapt in front of her, landing agilely and effectively blocking her path. Spotting a door to her left, she threw herself into the room, only to find that it was a dead end. No way out.

The men followed her into the enclosed space and she slowly turned to face them, taking note of what was at her exposal. All that was really in the room was a silver blanket that seemed to shimmer, the light reflecting on it almost appearing like waves. Okay, then she would have to face them head on. They wore hazmat suits and masks, so maybe that was a weakness, she reasoned, perhaps they were allergic to the germs in the air.

OR IT COULD JUST BE A FASHION STATEMENT, a voice in the back of her mind muttered, but she pushed it away. She didn't have the time to doubt.

Shifting her weight, she lunged out, grabbing the blanket and moving to throw it as a distraction. Before the fabric left her fingers though, she felt the familiar sensation of being ripped apart and being nonexistent before she was deposited onto a hard metal floor with a hot breeze berating her. Her stomach churned with the pain that was exploding between her temples, but the sound of a scream had her forcing her eyes open and looking over.

It was Jabe and she was on fire, a lever slipping from the tree's grasp. Shoving her pain to the side, Phoenix hurried to her feet, grabbing the blanket and enveloping the tree in it. Underneath her fingers, the blanket began to cool quite drastically, the shimmering growing brighter and increasing in speed. Her brows furrowed in confusion but she continued to pat the tree down, until she could only hear pained whimpers.

Taking in her surroundings, she saw that the Doctor was past the second fan and seemed to be trying to time his next move. What was he doing? The fans were practically going warp speed! He'd be killed!

The station gave another jolt as the computer spoke. "Heat levels rising. Heat level's rising."

Time was up, she realized, her eyes going wide. He must be trying to reset the shields. She turned away from the Doctor and looked to Jabe. "You need to go Jabe, the heat's only going to get worse. Go, I'll help the Doctor. I just have to hold this lever, right?"

The scalding hot lever that would most definitely burn her hands, but she would survive. The tree looked like she was about to protest but a stern glare from Phoenix had her nodding and heading off. Phoenix braced herself, turning to the lever, but it would be no use. The heat had caused the metal to fuse to the wall and the cool air from the blanket had solidified it.

"Ten...Nine...Eight-" Phoenix grabbed the lever as the computer began counting down, determined. It hadn't been stuck for long, maybe it wasn't as solid as it appeared. The heat had her hands turning red quickly and the pain was agonizing, especially coupled with her giant migraine, but she just grit her teeth and kept trying, looking over at the Doctor.

He was staring at her and she could tell that he was afraid. She couldn't be sure what he was afraid of, but she could see it. Growling in frustration, she braced her foot on the wall and pulled, her arms and hands protesting, but she kept going. It had to work.

Three. The lever broke away a little bit and she saw the fans slow a little. Two. The Doctor closed his eyes and stepped forward. One. He pulled the lever down and the shields rose just in time. Phoenix quickly released the lever, falling to her knees and gritting her teeth against the pained cries that wanted to escape due to her burned flesh.

Now that the heat had drastically gone down, the fans slowed, not having to work so hard anymore. Phoenix turned to watch as the Doctor walked over to her, though she was surprised at what she saw in his eyes. He was angry. But why?

"Doctor?" She queried as he came closer. "What's-"

He reached down and grabbed her shoulder's, pulling her to her feet, his eyes blazing. "Was it worth it?"

"What?" She wondered, completely confused and in pain.

"Now it makes sense. How you knew so much. Why you weren't scared or even uncomfortable with all of this." He snapped, his fingers gripping her roughly. "You've been planning it from the beginning, haven't you?! Ever since the Nestene Consciousness, you were planning this."

"What are you talking about?!" She demanded, fear and confusion rising in her as she stared at him. She'd thought she'd understood him.

"You're a Time Agent, working with Cassandra, aren't you?! You helped plan this."

She stared at him in shock at his accusation. How could he even think that? "Why would I do that?"

"For money. That's what it always comes down to, isn't it?" His eyes glared at her with darkness raging in their depths. So this was what it was like to be confronted with an alien's anger.

"How would I even manage to do what you're accusing me of?! You're the pilot! Even if I was working with Cassandra, the chances of us landing where I planned for us to are astronomical unless I plotted the course myself, which you know for a fact I didn't do!" She snapped, her eyes welling with tears as she fought against the pain and exhaustion that was thrumming through her entire body. "What the hell is a Time Agent anyways?"

"Oh, so that's how you want to play it?" He abruptly let go of her and she had to catch herself against the wall to stop from falling over, which only exasperated the pain in her hands. "Alright, then. We'll do it your way. When we first met you guessed what the plastic were right from the beginning, you supposedly figured out how they work not too long after that, you weren't the least bit surprised to find out that aliens were real, you were always asking questions about me, trying to get closer, scoping me out - did I get in the way of your plans, is that it? You also tried to save the Nestene Consciousness, I'm assuming taking out the planet was part of your plan-"

She quickly interrupted him. "If that were the case, then why would I have saved you? The Consciousness could've just finished you off for me!"

"I saw the way you reacted when you saw the TARDIS. You were completely fascinated, you saw it and thought you could make a fortune off of it or maybe even better your space hopping technology." He provided, glaring coldly at the device strapped to her wrist. "Shall I continue? Alright, then. Once we landed here, you helped ensure that everything would fall into place, kept my trust to keep an eye on me. It all made sense the second you disappeared with Cassandra. You had it all planned out. Using the psychic paper to appear as the princess, giving a valid reasoning for teleporting out as well, but did you really think I would be that thick?!"

His rant came to an end and she could tell that he was fuming though she thought she saw something else lingering in his eyes. The tears had long since overflowed and she found herself full of anger and betrayal. It was irrational that she was so deeply hurt when she'd only known this man for about two days, but she couldn't help the emotions.

DOCTOR'S POV

He opened his mouth to continue, but before he could, he found his head snapping to the side and Phoenix's glare on him, the burnt skin on the hand she'd slapped him with splitting and releasing blood to flow down her hand.

"Apparently, you are that thick." She snapped, meeting his glare head on. "I'm not a Time Agent, I'm not plotting against you, I'm certainly not plotting with Cassandra. She just tried to have my head chopped off because she believes that I'm this Princess Adonnen. I would never hurt people for money! Anyone who kills for money with these elaborate schemes that I'm apparently capable of is a coward and would never stay near a potential threat. Not to mention, how could I have possibly known that you would have pyschic paper or that I would have to use it instead of you? How could I have known that we would wind up here? Why would I have saved Jabe? If I was in it for the money, then I could still get some if I let as many die as possible before the station was stabilized. Why would I let a threat survive if I'd been abandoned by the person I was working with?! Why would I do any of this?! Why would I choose here of all places to enact my plans?! Why would..."

He felt doubt filter into him as a sob escaped her lips. He'd been so sure. How else could she know what she did? Could she really be that observant? Why else would she care about his well-being? It had all made sense earlier. SHE had finally made sense to him earlier.

But now, hearing her sobs as she turned and hurried away, he couldn't help that maybe he'd made his conclusions too quickly. Or was this just an act to gain his trust again? Well, there was only one way to be sure, he concluded, following after the brunette. Time to wrap this up.

PHOENIX'S POV

By the time, they got back to the main deck, she'd managed to stop sobbing and only had a few tears dripping down her face. There were charred crisps littering the crowd of aliens, the ones who'd survived were mourning their losses. Nearly everyone had lost someone. Her eyes settled on a sight that gave her a slight bit of relief from the situation. Rose was standing not too far from her and was observing everything.

Phoenix came to a stop beside the blonde and watched the Doctor pass her, his entire form radiating anger. Would people forever blame her for things that she was completely clueless on? First Rose, now the Doctor. Why was it that everyone seemed to think that she was a terrible person?

"You alright, Rose?" She wondered softly, turning away from the carnage around her. The blonde looked at her and nodded, the normal malice absent from her eyes before she turned to look at the Doctor, sorrow lingering in her gaze.

The Doctor had made his way over to the trees who were tending to Jabe's wounds, they exchanged brief words before he headed back over to Rose and Phoenix.

"You alright?" Rose wondered, her voice caring.

"Yeah, I'm fine." He said, anger in his tone as his gaze settled on Phoenix. "I'm full of ideas. I'm bristling with them." He turned away from Phoenix and she felt Rose's confused gaze on her as more tears fell down her cheeks.

"Idea number one: teleportation through five thousand degrees needs some kind of feed. Idea number two," his gaze settled on the ostrich egg that Cassandra had brought and he headed over to it. "This feed must be hidden nearby." He broke the egg open and revealed a small silver device about the size of his palm. "Idea number three: If you're as clever as me then a teleportation feed can be reversed."

He twisted the device and Cassandra's voice sounded as she slowly appeared before them. "Oh, you should have seen their little alien faces." She paused as she saw the Doctor. "Oh."

"The last human." The Doctor greeted with disgust lacing his words. Phoenix glared at the trampoline and bit her tongue to keep from shouting at her. That would only feed the Doctor's belief that she'd help cook up this plan.

"So, you passed my little test, bravo." Her tone was nervous. "This makes you eligible to join, um, th-th-the Human Club."

Phoenix grimaced in disgust. That was her excuse? Human Club?

"People have died, Cassandra. You murdered them." The Doctor's tone was steely.

"It depends on your definition of people, and that's enough of a technicality to keep your lawyers dizzy for centuries." Cassandra rebutted, glaring at them.

"You're disgusting and you've perverted what it means to be human. There's no humanity left in you!" Phoenix shouted, fury filling her at Cassandra's nonchalancy about the people she'd murdered.

Cassandra seemed to finally notice the brunette and surprise and anger filtered into her eyes. "Why aren't you dead? I ordered my men to kill you after I beamed you on board my ship!"

"Doesn't it even bother you that you're capable of killing so easily?!" Phoenix demanded, appalled at the trampoline's words.

"Take me to court, then, Doctor," Cassandra muttered, turning from Phoenix. "and watch me smile and cry and flutter-"

"And creak?" The Doctor interrupted, his eyebrows rising. And Cassandra was indeed creaking, Phoenix realized.

"And what?"

"Creak. You're creaking." The Doctor pointed out, a humorless smile on his lips. Phoenix stared in horror as Cassandra's veins became more prominent, the blood rushing faster through them as her eyes became bloodshot.

"What? Ah! I'm drying out! Oh, sweet heavens. Moisturize me, moisturize me! Where are my surgeons? My lovely boys! It's too hot!" The fear in her voice forced Phoenix to shove her anger to the side. Who would miss her? Was there anyone? Cassandra had brought this on herself, but if Phoenix let her die without at least trying to help, then that would make her the person the Doctor had accused her of being about five minutes ago.

"You raised the temperature." The Doctor stated, his tone cold. Phoenix glanced at him as he straightened, appearing to be steeling himself. Though his tone held no warmth, she could tell that he didn't enjoy what was happening. He didn't want this to happen anymore than she did.

"Have pity! Moisturize me!"

Phoenix moved to the Doctor's side, her eyes pleading. "Help her."

"Everything has its time and everything dies." He told her, the slightest tremor in his voice as his body shook with emotion. Phoenix didn't think that most would even notice it unless they were studying him as closely as she was. She needed to know that he was the person she'd thought him to be, that he wasn't so black and white as he'd appeared to her in the maintenance area.

"I'm too young!" Cassandra cried, her eyes now completely full of blood. A moment later, her skin stretched, becoming tighter and tighter until it exploded, bit of skin and blood flying everywhere. Phoenix had to wonder how much it had hurt and she found herself hoping that it hadn't hurt too badly.

She glanced at the Doctor, contemplating his actions. Why wouldn't he help her? It couldn't simply be for the reason he'd provided. Did he just not have a way to help her? It seemed plausible since it had been mere moments after Phoenix had requested him offer Cassandra assistance that she died. But then why would he make it seem like he didn't care? Something was missing, she realized. A crucial piece of the puzzle that was the Doctor.

The Doctor glanced at her briefly before walking away, leaving her and Rose standing there. Rose followed soon after. He'd tried to keep his uncaring manner, but as he turned the corner, she saw his shoulder's slump forward. It hadn't been an easy act on his part. So why punish himself by leading people to believe that it was?

Shaking a little from exhaustion, she headed over to the Face of Boe. "Why did you give this to me?! Why did you trick me?!"

It was necessary. He told her, his tone sorrowful. The voice in her mind, caused her headache to come back full force and she groaned, bringing her hands up to cradle her head, but thinking better of it at the last moment.

"Why?" She demanded, glaring. "Why was it necessary to send me there? What were those people doing there?" What was Owen doing there "Was it a trick?"

The next time we meet you will get your answers, but for now you must be patient and trust that I mean the best for you. He told her, his eyes begging with her. I know that it will be difficult for you to trust me, but you will grow to do so. Once we meet for the first time.

With that, he was teleported away, the device on her wrist also disappearing. Anger at his elusiveness and vagueness flooded her and she set off to find the Doctor and Rose, tears falling again as her head ached and her hands stung.

"Phoenix." A voice stopped her and she turned to see Jabe and the other trees walking over with the blanket. "You saved my life and for that we would like to thank you, as well as return this."

One of the older trees reached over and gently took her hands, his roots growing over them. She hissed at the sting of it, but upon seeing the reassurance in Jabe's eyes she didn't pull away. After a moment, the pain started to subside, until there was no trace of it. When the tree pulled his roots back, she was surprised to see that there was no trace of the burns left. Just smooth skin that had a light tint of floral green to it. "How did...?"

"We have the capability to heal, though it does take a lot of strength, energy and focus." Jabe replied, smiling kindly as she placed the blanket gently in Phoenix's arms. That was when Phoenix noticed that the burns that had covered Jabe's bark were gone.

"I would also like to give you this." The tree who hadn't spoken reached up behind his neck and pulled away a root that had a beautiful water drop hanging from it.

It looked like glass but as he handed it to her, she saw that there was actual water encased in it. It felt cool in her hand, soft and gentle, almost like she was running her hand through a pond.

"It holds water from our sacred pool and the root which it rests on came straight from out mother tree. It's a very sacred gift to our people and we can think of no other way to repay you for saving our sister's life. We are forever in your debt."

"I can't take this." Phoenix protested, but Jabe insisted, taking it from her hand and placing it around her neck. Upon being put there, the root tightened until it fit just right on her.

"It won't ever fall off and no one but those you allow can remove it." Jabe murmured, bowing her head slightly. "Thank you."

She nodded and watched as they left before turning to go search for the Doctor and Rose. Rose had seemed more forgiving earlier and Phoenix hoped that she would remain so. At least for the rest of the evening. The events of the day had completely exhausted her. The whole thing with Owen and then the Doctor. Everything had flipped over so quickly and easily. Or at least that's what it seemed like to her.

As she was passing by one of the window's she looked out and saw pieces of the Earth floating past. It was gone and no one had even been there to see it as they'd intended. Her planet was gone. She knew that it was five billion years in her future, but just the sight of it, made everything seem real. For the longest time, she'd been trying to stay in denial so she wouldn't be faced with the pain, but with the view before her, there was no escaping it.

Her mother was officially gone. The Earth where her body had been buried was just rubble now or incinerated. Everything that had ever remained of her mother was gone.

The sound of footsteps had her turning around and she sighed when she saw that it was the Doctor. She set her jaw and turned back around to look at the rocks that were floating past.

He came to a stop beside her and for a moment he just stood there, silently looking out at what was left with her. "Phoenix-"

"You know, this really puts perspective on things." She cut in, though she wasn't sure why. "The planet, I mean. It's just a bits and pieces now. What we all eventually become. Everything that it was is gone, everything that it held, all of the memories...just gone. Never to come back."

"From one perspective, yes." He responded and she could feel his eyes boring a hole through her head. "But eventually, it's all going to come back together to form a new planet, with new memories and new meaning. It'll be reborn."

"My mother's gone. She died about six months back, murdered." She looked at him, tears in her eyes again. "We can't ever recover those that we've lost."

He extended his hand to her and she could see his apology in his eyes. Slowly, she took his hand, accepting the olive branch he was extending. It wasn't completely forgiven, what he'd said, because it had hurt. It was painful to know that someone she hadn't known for long could come to the same conclusion that Rose had. And it was terrifying. If people could so easily believe her to be a monster, then were they seeing something she hadn't realized yet? Would she one day become cold and heartless?

"Come with me." He carefully led her back to the TARDIS where Rose was waiting. Even when they were inside, he didn't release her hand, if anything he held it tighter, offering whatever comfort he could as her sorrow tore at her heart.

When they landed, he led the two of them out. They were back in London, there were people around, living their lives. Phoenix dropped the Doctor's hand and moved forward a few paces. None of them even knew what might happen. They didn't know how this story ended. The story of the Earth.

"You think it'll last forever, people and cars and concrete, but it won't. One day it's all gone. Even the sky." He murmured, standing between her and Rose. "My planet's gone." The sadness in his voice had her reaching over to take his hand. He turned to her and she could see the tears he was fighting back. "It's dead. It burned like the Earth. It's just rocks and dust...before it's time."

That's why he hadn't wanted to answer Rose earlier, Phoenix realized. That's what was so painful for him to even think about. She couldn't even imagine the pain of that. He'd given them a glimpse at it by showing them the Earth's death, but they could still come home to it.

"What happened?" Rose asked, watching him as well.

"There was a war and we lost." He replied, anger and loss mingling in his tone.

"A war with who?" Rose wondered, but the Doctor didn't respond.

Phoenix took a deep breath and gripped his hand. "What about your people? How long...?"

"I'm a Time Lord. I'm the last of the Time Lords. They're all gone." He tried to sound nonchalant and unbothered, but Phoenix could practically feel the pain coming from him. "I'm the only survivor. I'm left travelling on my own 'cos there's no one else. A month now."

"There's me." She replied, wanting to stop his suffering. Give him something to hold onto. Rose echoed her sentiments.

"You've seen how dangerous it is. Do you two want to go home?" He wondered, looking between them.

Phoenix shook her head slowly. She did, but she didn't. It would mean facing Owen, who'd lied to her for who knows how long, facing the fact that her mother was gone, and as always dealing with her usually absent father. "I want to stay. With you."

He looked to Rose and raised his eyebrows in question.

She contemplated it before speaking. "I don't know...I want...to go see my mum for a bit. And we'll go from there?"

The Doctor looked a little sad, but he smiled at her and nodded. "Of course. Take your time."

Phoenix watched as Rose sprinted off, heading for her apartment since they were so close. How she missed knowing that she could just go visit whenever.

A squeeze on her hand had her turning to look at the Doctor. "I'm sorry for earlier."

"I know." She murmured, leaning her head on his shoulder. "It's fine."

Sighing, she pulled him forward, just walking down the street together. "I'm sorry. About your people and even though I can't understand the magnitude of it, I can understand what it's like to lose someone you care about. I wouldn't wish it on anyone."

He seemed as if he wasn't sure how to respond to her statement as tears shown in his eyes, one falling as he turned away from her. She left him be, holding his hand and offering what comfort she could.