"I really most protest!" the Sultan said, pacing up and down as he addressed the group. He was still in the silk garments he'd worn to bed, his bald head gleaming in the flickering light of the torches that lined the hall. He hadn't been able to get dressed and thus was left standing there as his beloved daughter tested out a scimitar, making sure it was perfectly balanced. "Jasmine, would it not be better to send some guards rather than try this on your own?"

Jasmine glanced at her father, her eyes narrowing slightly. "Of course, father. It's not like I haven't fought evil sorcerers, murderous ghouls, cunning criminals, or bestial creatures before. I certainly have never faced Mechanicles before. Better to send the guards that can't stop Abu from stealing their dates."

The Sultan's shoulders dropped. "Oh… right."

"You were sarcastic," Anna said. She was holding up her left hand, trying to get it to transform but was only managing to make random fingers turn into ice. "To your dad. I didn't know you could be sarcastic to your parents!"

"At least your parents might have understood it," Kristoff said, fastening his own sword to his belt before he checked over the daggers he'd tucked in his boots. Genie had been kind enough to also get him a pickaxe which he hung from his hip. "Have you tried to be sarcastic around a troll? They don't understand it… think you are being honest. Caused a lot of headaches. I once told Rocky I couldn't give a crap and he stuffed me full of… well, I don't know what it was but we couldn't go into that part of the forest for a week."

The Doctor walked over and patted the Sultan on the head. "Let me assure you that I will return your daughter to you exactly as I found her." The Doctor paused, looking down at the hole Aladdin had been sucked into. "Mostly like I found her." He kicked at some of the silver dust, watching it drift down into the dark tunnel. "50% as I found her… maybe 45%."

Genie, looking like a painter with a big brown afro, took out a paint brush and dipped it into some liquid gold. Jasmine held out her sword and Genie began to run his brush up and down it. "Now, right here I am going to put a happy little bush… and that is going to be our little secret, ok?" As the paint touched the sword it glowed, infusing the blade's edge with the Cyberman-killing metal.

"Jasmine, while I understand that this is, unfortunately, something you do occasionally-" Jasmine merely looked at her father, an eyebrow raised, and the Sultan sighed. "-but I must put my foot down when it comes to you carrying around such… armaments!"

"You're right, father," Jasmine said. "Genie, can I have a whip as well?"

The mystical blue fellow smiled weakly as he created the whip. Anna, seeing her examine the weapon, gulped. "Uh, are you sure you'll know how to use it?"

Jasmine took it and, after a moment of studying the whip, let it crack and easily extinguished one of the torches above the Doctor's head without even making the wood tremble. "Seems like a few things stuck around from when I was the Scourge of the Desert," Jasmine stated.

"Scourge of the Desert?" Elsa asked. She had decided to go with a pair of tights and a short skirt, realizing rather quickly that she would need the mobility that her normal dress would not offer her.

"Turned evil thanks to a magic rose, almost took full control of Agrabah." Jasmine shrugged when Elsa just stared at her in shock. "It happens."

Abu nodded. "Uh huh."

"Well, who among us haven't almost been evil," the Doctor asked. Anna, Kristoff, and Carpet all raised their hands (or tassel).

Jasmine shook her head when she noticed Genie not raising his hand. "Genie, what Jafar forced you to do doesn't count."

Anna nodded when she saw Elsa also keeping her hand down. She walked over and grabbed her sister's wrist, forcing her to raise her hand. "Mistake… not evil."

"Yeah!" Genie said, transforming into a version of Elsa with upswept black hair and an even more revealing outfit. "Not like you went around ruining weddings and attacking soldiers!"

Olaf grinned. "I'm always evil!" He tugged on Kristoff's pant leg. "Evil means happy and joyful, right?"

"No… in usually means the opposite."

"Oh… then I'd like to change my vote."

The Doctor, since he didn't have a weapon to check or 'magical' powers to test, decided to merely adjust his bowtie before stepping next to the hole. "Now then, I know we all want to go rushing after Aladdin and the Cybermen," the Doctor glanced at Jasmine who had the decency to look away; she had been ready to leap down the hole to rescue her husband before the Doctor suggested she actually get out of her pajamas first, "but I feel we should review what we are going to be facing. Genie?"

Genie zapped the group and they suddenly found themselves dressed like members of the Breakfast Club, sitting at desks while Genie, now looking like a college professor, pointed to a chalkboard. "Cybermen: humans that have been converted into robotic beings that seek to convert the universe. They posses great strength and a resistance to magic. They have shown some intolerance to cold blasts but gold is the greatest weapon against them. They are being led by this man," Genie erased the chalkboard image of a Cyberman and drew a picture of Mechanicles, "the greatest of the great Greek thinkers, Mechanicles. Likes include machines and world domination. Dislikes include dirt, grim, and general uncleanliness."

The Doctor pulled off the leather jacket he was wearing and ran his fingers through his greased hair while Genie returned the others to their normal clothing. "Now then, while we will need to fight I remind you that the Cybermen are very much victims. They did not ask to become what they are now and if there is a chance we can save them we must try."

"Basically we find Aladdin, take down this Mechanicles, save the people from the caravans, and stop the Cybermen?" Anna asked. "Got it. This will be easy."

Elsa just stared at her sister. "I'm not as well read as you and even I know that was a jinx."

"…oops."

The Doctor pointed to Sven, Abu, Olaf, and Rajah. "You four stay here and protect the palace and my TARDIS." The Doctor had brought his beloved blue box inside the palace once he was sure that Genie wasn't an evil d'jinn. "Oh, and the Sultan, of course. Very important."

"Right, you've got it!" Olaf said, giving a salute before leaping onto Rajah's back.

Genie transformed into an elevator… an elevator with a drill on the bottom. "Please step inside. Please watch for the sliding doors."

"This feels so wrong," Kristoff muttered as he stepped into the Genie-Elevator.

"You get use to it," Jasmine said as she moved next to him.

"Alright then," the Doctor said, pressing the BASEMENT button. "Geronimo!"

The doors slid shut… and Genie began to slowly drill down the tunnel.

"You know, that works better when we are going faster," Elsa stated as they watched the floors tick by. Light muzak, which sounded suspiciously like the song Jasmine and Aladdin had sung on their first carpet ride around the world, played as they descended down.

After several moments the elevator came to a sudden halt. "Ground floor: Menwear, Shoes, Watches, and Robotic humaniods. Please watch the doors on the way out. Bing bong!"

The Doctor was the first to poke his head out of the Genie-Elevator and survey the surroundings. "Hmmm…"

"What do you see?" Anna whispered.

"Nothing. Completely dark in the tunnel. Should have thought of that."

"Don't worry!" Genie said, transforming back into his normal self. He pointed a finger at each of them and they all found themselves wearing night vision goggles... which showed everything in full color. "I thought about going with the traditional ones but then realized that the color green is just so bland! These are much better!"

Kristoff reached up and ran his hand along the tunnel's roof. "It's so smooth... and hard."

"Glass," the Doctor said. "They made a glass tunnel."

Jasmine frowned. "That sounds like Mechanicles. He created a machine to turn the desert into glass so he wouldn't track grains into his lab anymore."

Anna frowned. "And just when I thought Hans was the craziest man we'd meet..."

"Technically that wasn't Hans," the Doctor reminded her. "That was a robot wearing Hans' face. A bit of a difference. Now then, it looks like we need to go this way." The Doctor waved his sonic screwdriver to his right. "I suppose the fastest way would to fly on Carpet…"

"I think a bit of expansion is needed!" Genie said, his gut bulging out and hanging to his knees. "Hee... not that kind of expansion." Reverting to his normal form, he pointed at Carpet and elongated his magical friend so that everyone could climb on.

"Doctor," Elsa said as Carpet flew them down the tunnel, "what can we expect from these Cybermen?"

"The ones we fought were clearly an infiltration team. Quick attacks, get in and get out, that sort of thing. The heavy hitters are probably guarding this Mechanicles' hideout."

"So we are going to have to fight our way in?" Kristoff asked.

"Oh, I hope it doesn't come to that. Perhaps our foe will be the understanding sort and when we explain our issues to him he'll see reason and listen to us."

"When Hades freezes over, maybe," Genie said, turning into the blue skinned Greek god. His normal fiery hair was now an ice cube.

The Doctor patted Genie on the shoulder. "Come on now, try to be a bit more optimistic. I never expected a d'jinn to be so friendly and kind and I am forever grateful i was wrong in my suspicions. The same could be true for this Mechanicles. He might be misunderstood or misguided and a kind word-"

Their night vision goggles suddenly flared and all of them yanked them off as the tunnel suddenly flooded with light. Hidden tunnels suddenly opened and Cybermen stepped forward to intercept them.

"-or he could be as bad as we thought," the Doctor groused.

"Carpet!" Jasmine shouted, the enchanted rug picking up speed, rocketing them over and around the grasping arms of the Cybermen. "How can there be so many of them!? There were only 30 people missing!"

The Doctor frowned, rubbing his chin. "That is peculiar... Anna, could you fetch me a head?"

"What?" Anna asked, only for the Doctor to grab her right hand and jerk it towards a passing Cyberman. Anna acted on reflex, turning her hand into super-hard blue ice. Her fingers wrapped around the Cyberman's handle and she easily ripped its helmet off. "EW! Why am I the one who always have to knock their heads off?!"

"Don't worry, it isn't alive," the Doctor said, gesturing towards the Cyberman that was now wandering about without its head. He took the helm from Anna and scanned it. "Empty... just a mindless automaton. Slow down, Carpet." The rug decreased speed and the Doctor pointed back towards the Cybermen. "Look at them."

"What are they doing?" Jasmine asked, watching the humanless Cybermen. They were ambling about, their arms waving about, not a single one of them turning around to give chase. After a few moments the glowing tubes of light that were strung up around the tunnel dimmed and the empty suits marched back into their hidey holes. "I don't understand."

"They are attack dogs," the Doctor said as Carpet began to fly them through the now dark tunnels once more. Genie made the night vision goggles disappear as they were no longer needed; up ahead there was a bright light at the mouth of the tunnel. "No brains. They can't strategize or come up with plans. Mechanicles just programmed them to react. They're supposed to attack anyone that finds the tunnels but he never considered the idea that someone might get past his little army." Carpet soared through the last few feet of the tunnel and the group found themselves in a large storage area. Crates were lined up in perfect rows and the same glowing tubes from the tunnels lined the high ceilings. "That's why Cybermen need humans. Living minds are some of the most wondrous and amazing creates in the whole of the universe. Not only are we able to take in new details and facts on the fly but we are able to learn and react and improvise and adapt. That is why our foe is so dangerous: the Cybermen remove the emotions and ethics and memories and leave only the cold, calculated, driven brain."

"Indeed!" Mechanicles declared from a catwalk, a tube with a crude amplifying device attached to it so he could send his voice out throughout the complex. "Remove the messy parts and leave only the clean brain!" The inventor looked down at them and sighed. "I recognize the Genie and the Princess and the flying rug… but the rest of you are not familiar. Well then… get on to your attempts to threaten me."

The Doctor stepped forward, clapping his hands. "May I just say how impressive this all is?" Mechanicles blinked at that. "I mean, truly, this is brilliant! Utterly brilliant. You've managed to invent things centuries before they should exist!" He turned to Jasmine and Genie and grinned. "When you said he was the greatest of the Greek thinkers I thought you were exaggerating but you weren't! Oh, this is Christmas!"

Mechanicles puffed out his chest a bit, thrilled by the praised. "Why thank you! It is nice to be appreciated."

"Doctor, could we not bond with the madman?" Kristoff whispered.

"Shhhh," the Doctor said, waving off Kristoff's comments. "Well, you should be appreciated. Many of your designs, while a touch crude, are quite wondrous!"

"Crude?" Mechanicles said. "You call something I made crude?"

"Not through fault of your own," the Doctor said quickly. "Not at all. Merely the materials you have on hand. With what you have you have achieved perfection and I am sure with even better materials you would make all this look like rubbish. I mean, if all I gave you was some string and a piece of drift wood I'm sure you'd make a radio that outdid that Professor on Gilligan's Island... but it would still be crude."

Mechanicles rubbed his chin. "Yes... yes, I suppose you are right. I must admit that even I see the flaws that are caused not because of me but because of the weakness of others. Your words may have been… poorly chosen… but I do see your point. Thank you."

"No need to thank me for telling the truth! You're genius is ahead of its time!" The Doctor held out his arms. "I mean, come on, have you all looked at this?

Genie transformed, donning a pink dress and blonde wing. "Yes, just look at how Zen everything is! Oh, it is simply LOVELY!"

"Yes, it is impressive," Mechanicles said. "Tell me... who are you?"

"Me?" the Doctor said. "I am Spartacus. These are my friends Leonidas, Galatea, and Beth."

"Beth?" Anna said, her face screwed up in confusion.

The Doctor held up his hand. "Quiet Leonidas." Kristoff glowered as he realized HE was Beth. "Now then, as for why we are here... we were wondering if you be terribly kind and release our friend Aladdin... along with all the other people you have captured. In return I'm quite willing to provide you with materials far beyond what you will ever be able to obtain."

"Tempting, tempting," Mechanicles stated, tapping his lips with his index finger. "Might I make a counteroffer?" The Doctor happily nodded and Mechanicles leaned over the railing. "How about I merely convert all of you into Cybermen and then have you give me your materials anyway?"

"...that is a choice. Now, my counteroffer to your counteroffer-" The Doctor aimed his sonic at one of the glowing tubes and caused it to overload, blinding Mechanicles and allowing the Doctor to turn back towards the tunnels. "Come on!"

"CAPTURE THEM!" Mechanicles screamed. The sound of clanking feet filled the air as the true Cybermen army began to march into the storeage area.

"Where are you going?" Jasmine shouted, taking out her sword and swinging at one of the Cybermen. "We have to save Aladdin!"

"We will but only when we have a better plan!" the Doctor called out, rushing for the tunnel's mouth. He only got a few feet before several other Cybermen emerged to meet him. Elsa nearly collided with him and the Doctor moved to stand behind her. "Well... I suppose I'll let you handle this."

Elsa nodded, throwing out her hands and firing a blast of ice at the Cybermen. Her determined smile slipped when she watched the ice harmlessly melt off the Cybermen, bands on their chests glowing red hot. She began to pour on more cold blasts but the Cybermen just kept coming.

"Oh, I heard about your magic, Miss Galatea!" Mechanicles taunted. "That's why I took the time to install the new heat coil armor on my Cybermen!" The Doctor's eyes went wide as they were slowly pushed back towards the group; even with Kristoff and Jasmine swinging their swords there were simply too many Cybermen for them to stop. Anna was punching and kicking whatever she could be it was doing little good.

"Don't worry, I've got this!" Genie said, snapping his fingers and donning Iron Man's Mark III armor. "Gold plated and equipped with the latest in GenieTech!"

"Oh, whatever will I do?" Mechanicles wailed as Genie rose in the air, blasting at the Cybermen. "Wait... I'll do this!" he pulled a trigger and Genie yelped when a glass container slammed down over him. "Genie-proof glass! Cost me quite a pretty penny but well worth it."

Genie tapped the glass and whimpered. "Uh... little help?"

"Doctor, what do we do?" Anna asked, slamming her fist into a Cybermen only to almost get headbutted for her trouble. "They just won't stay down."

"The only thing we can do, of course." The Doctor pocketed his screwdriver... and held up his hands. "Alright, Mechanicles, we give in."

"Doctor!" Jasmine hissed. "What are you doing?!"

"We can't win here. It's not worth dying for a failed cause." He turned and looked up at Mechnicles. "I imagine it would be easier to work with whole specimens than ones that had been damaged."

"Yes... I suppose you are right. Cybermen, restrain them but do not attack unless they struggle!" The Greek inventor rubbed his hands together as the Doctor and his companions were restrained, Kristoff and Jasmine the last to give in. "Now... bring them to my lab! It is time for them to be UPGRADED!"

~MC~MC~MC~

"Please tell me you have a plan, Doctor," Elsa said as Mechanciles slipped a ringlet on her head. It was the same device on the other Cybermen, save that hers, like the rest of the groups', wasn't glowing.

"Of course I do!" the Doctor said, testing his bonds. "Admittedly it isn't a good plan... or really that well formed..."

"Set him there... yes, yes perfect!" Mechanicles clapped his hands as the Cybermen settled Genie's container down so that the blue fellow had a perfect view of his friends strapped into wooden chairs with all manner of strange devices surrounding them. They were lined up in a semi-circle, their wrists and ankles restrained, with Mechanicles in the center, gloating. Anna and Elsa's restraints had the same heat coils the Cybermen now sported, stopping either from using their powers. Behind the mad inventor were a bank of clockwork machines that ran on what, to the people of Agrabah, would appear to be magic. The Doctor realized, however, that Mechanicles had somehow managed to use rare-earth metals to create electrical equipment a thousand years before it should have existed. Other than the chairs and the equipment the room was quite elegant; silk tapestries lined the walls and soft satin pillows laid all about.

"First you can watch your allies become my newest slaves then I'll see how I might convert your power to serve me!"

"You won't keep me in here for long!" Genie said, pulling out a jackhammer. He inspected it for a moment before holding it like a club, swinging it at the glass. His tube shuddered but refused to break. "Ok, maybe for a bit long..."

Anna was straining against her restraints, parts of her turning to blue ice as she fought to free herself, only to be forced back to normal when the coils sensed the cold and began to heat up. Kristoff, for his part, would conserve his strength before leaping forward, nearly slicing open his wrists from his forward jolts. Jasmine merely glared at Mechanicles, refusing to give him the satisfaction of seeing her beg. Carpet had been rolled up and several metal bands placed on him, keeping him out of the fight.

"I don't see why you are fighting this," Mechanicles said, his tone taking on a casual tone. "You should be honored... I am giving you a wonderful gift!"

"Gift?" Elsa said, raising an eyebrow. "You call robbing people of their free will a 'gift'?"

"I am not robbing them of their free will," Mechanicles countered. "I am giving it to them! No longer are these poor wretches slaves to their feelings and emotions. I have broken their shackles and given them the gift of absolute logic!" He paused, his eyes gleaming as he adjusted his monocle. "But perhaps you won't take my word for it. Perhaps you need to hear it from someone else."

A clang-clang-clang filled the room and they all turned as another Cyberman entered the room. He stood there, his unmasked face looking at them without the slightest hint that he recognized them.

"NO!" Jasmine screamed, her composure broken. "ALADDIN!"

"Oh god," Anna whispered in horror as Aladdin marched towards Mechanicles, his cold, sparkless eyes staring at them all.

"Al..." Genie whispered, his shoulders slumping as he slid down in his tube, utterly broken.

"Yes..." Mechanicles said, his fists clenched as he trembled with delight. "Look at him... the great Aladdin... at least perfected! His weaknesses and flaws have been removed along with the foolish morals and values that held him back. Now he is perfect, complete... a Cyberman!"

The Doctor narrowed his eyes. "You and I have a very different definition of perfect." He leaned forward a bit, staring Mechanicles down. "Let me make this clear to you: I will find a way out of this. I'll free myself, my friends, and then I am going to undo what you've done to Aladdin and the rest of these poor people. And when I'm done, because you've really made me made-" The Doctor's voice grew softer and somehow that made his next words all the more terrible, "-I'll come after you. Your genius brain may have come up with wonders but they will not save you from me. I have tangled with brighter and better men than you."

"...bold words," Mechanicles said, swallowing the lump in his throat. "But just words. Soon you will serve me just as Aladdin does! Now-"

"I do not serve you," Aladdin said, his voice cold and monotone.

"What was that?" Mechanicles asked, turning to face his newest creation. Aladdin's hand snapped out and grasped Mechanicles by the throat, holding him up. "Let... let go of me."

"No," Aladdin said simply. Jasmine looked at her husband in hope but quickly pulled back as she saw just how cold his eyes were.

"You dare disobey me?!" Mechanicles turned to the other Cybermen. "Protect me! Stop him at once! I'm your creator and I demand you save me!"

"Yes," the Cybermen stated. Mechanicles waited but his soldiers refused to move.

"Well? Come on! Save me!" He struggled a bit more. "You just acknowledged me, now do as I commanded!"

"You are the Creator," Aladdin said simply, his grip never loosening. "You designed us to seek out perfection… the perfection that is the Cybermen Race. All others are merely obstacles in our way or fodder to expand our ranks. Our mission is to convert the universe, so that it may be cleansed of the flaw that is humanity."

"Doctor, what is going on?" Elsa whispered.

The Time Lord licked his lips, his lips twitching into a grim little smile. "Mechanicles is about to discover what he has wrought."

Aladdin continued, paying no heed to the others. "If the Cybermen are perfection… why would we follow you?"

"Me? Me? Because I'm your Creator! It was my brilliant mind that built you!"

"That is fact. But what is also fact is you are ruled by your emotions. You feel rage… pride… fear… excitement. You showed us the danger of these, how they corrupt the logical mind and limit one. Yet you yourself are controlled by them and have done nothing to delete them from your brain. Fear does not allow you to do so… pride makes you believe you are our better when you are clearly inferior. You… are… flawed." Aladdin tossed Mechanicles to two more Cybermen who restrained the inventor, then walked over to a table and picked up his mask. Two more Cybermen marched over and began to set up a new chair for Mechanicles. "We have connected, we Cybermen, our minds now linked, and a vote was taken. In the name of logic and perfection, in the name of the new Cyber Empire, it has been decided that you are to be fixed. You will be upgraded and a new purpose found. But not as our leader. You lack the vision to complete our task. The Cybermen shall be led by a better mind, a being of strategy and cunning." Aladdin snapped his mask onto his face and turned, addressing his captured friends. "I am the Cyber Planner… so begins the Age of the Cybermen!"

~MC~MC~MC~

Author's Notes: I have to sit down for a moment… it is almost as if I heard a million readers screaming about cliffhangers… and they weren't suddenly silenced.

Yeah, I went there. Aladdin, the hero, the protector of Agrabah… converted into not just a mere Cyberman but the Cyber Planner. Of course, the Doctor should be able to handle this, since he was also a Cyber Planner… no, wait… that hasn't happened because this is an alternate universe where Amy and Rory never got stuck in New York and Clara is in fact (Comment Redacted for Future Episode Spoilers!). Well… uh… good luck?

A lot of this Episode has been about establishing the Doctor and the Frozen companions as a strong group. My first step was to develop Anna so she had a fighting style… while Elsa can fire blasts of ice and cold, Anna can transform her body. As I described in an earlier chapter, Jotuns are frozen giants who wield ice magic. Elsa got the magic part… and Anna is slowly getting the physical part. Now, I'm not saying Anna will learn how to grow into a giant ice woman…

As for Kristoff… well, here we see he has some skill with a sword and can use it. For those worried he is getting left in the dust, I will only say the Episode 3 ('The Dogs of War') will not only give Kristoff a lot of fun things to do but also give him his own niche in the group. It won't be magic but he won't be useless.

I find it funny that some people forget that Jasmine isn't a mere damsel in distress. She fought a lot on the show and, as I mentioned here, here Scourge of the Desert persona nearly defeated Aladdin and the gang until… uh… true love?... saved the day.

For those wondering, the 'Evil Elsa' that Genie turned into is a nod towards Elsa's original design, back when she was going to be a true villain. While it is a great design I think we all agree we prefer her as she is now.

I am working on the final chapter of this episode now… stay tuned and remember to review! If you have suggestions for Disney characters you'd like to see in this, let me know… even if you can't think how'd they'd work. I've already figured out how Tale Spin, Duck Tales, and Darkwing Duck can work (all the same planet, with Disney's Robin Hood being their past). Also, if you have Doctor Who characters you'd love to see appear, let me know. I have plans for us to see some old companions (Amy and Rory, of course, River, a certain Captain Jack, a certain blonde clone daughter of the Doctor… and his granddaughter) but would love to hear other suggestions. Keep in mind I have only really gotten into the New Who but if you interest me I will do my research for other characters.