In the TARDIS, Martha and the Doctor were in the control room, her sitting on the jump-seat, him fiddling with the controls. Violet was in her room, changing.

She was just putting on a jacket when the TARDIS tuned her into the conversation Martha and the Doctor were having.

'Well, it's beautiful, yeah.'

'Is it like, you know, outer space cities, all spires and stuff?'

'Suppose it is.'

'Great big temples and cathedrals?'

'Yeah.'

'Lots of planets in the sky?'

'The sky's a burnt orange, with the Citadel enclosed in a mighty glass dome, shining under the twin suns. Beyond that, the mountains go on forever- slopes of deep red grass, capped with snow.'

'Can we go there?'

'Nah! Where's the fun for me? I don't want to go home!'

The TARDIS cut off the conversation and Violet sighed.

"I'll talk to him." She said out loud. The machine hummed in approval as she left her room, but not before grabbing her sonic and putting it into her pocket. She walked into the control room.

"So, where are we headed?"

"Year five billion and fifty-three, planet New Earth!" The Doctor went off into one of his rambling, one-sided conversations. "Second hope of mankind! Fifty thousand light years from your old world, and we're slap bang in the middle of New New York. Although, technically it's the fifteenth New York from the original, so it's New New New New New New New New New New New New New New New York. One of the most dazzling cities ever built."

He threw on his coat and stepped out into pouring rain.

"Oh, that's nice!" Martha said saracastically as she zipped up her jacket. "Time Lord version of dazzling."

"Nah, bit of rain never hurt anyone. Come on, let's get under cover!" The Doctor headed off, pulling Violet along. The rain continued to pour down on them as the ran through a littered and abandoned street.

"Well, it looks like the same old Earth to me. On a Wednesday afternoon." Martha commented.

"Hold on, hold on. Let's have a look." They walked over to a dead screen in a wall and the Doctor used his screwdriver to get it working. Once they saw static, he banged on it and a cheery looking blonde appeared on the screen.

"-and the driving should be clear and easy, with fifteen extra lanes open for the New New Jersey expressway." She announced, and the image shifted to video of New New York. It showed the coast of a large river, sleek vehicles flying in the air above the modern city.

"Oh, that's more like it! That's the view we had last time. This must be the lower levels. Down in the base of the tower, some sort of under-city." The Doctor tapped the screen.

"You've brought me to the slums?" Martha sounded irritated, but was smiling in spite of herself.

"Much more interesting! It's all cocktails and glitter up there. This is the real city." He said enthusiastically.

"You'd enjoy anything." She commented in an admiring type of way.

"That's me. Oh, the rain's stopping! Better and better!" The Doctor, which is hair sticking to his face from the rain, pulled Violet from their shelter.

"When you say "last time", was that you and Rose?" Martha asked, following them.

"Um, yeah. Yeah, it was, yeah." He said lightly and Violet gave him a sad smile.

"You're taking me to the same planets that you took her?" Martha raised her eyebrows.

"What's wrong with that?"

"Nothing. Just... ever heard the word 'rebound'?" She pushed past him, annoyed, as a man flipped open one of the green stands on either side of the street. Around them, many others do the same, all shouting and avertising their wares.

"Oh! You should have said. How long you been there? Happy! You want Happy!"

"Customers! Customers! We've got customers!"

"We're in business! Mother, open up the Mellow, and the Read!"

"Happy, Happy, lovely happy happy!"

"Anger! Buy some Anger!"

"Get some Mellow, makes you feel all bendy and soft all day long!"

"Ignore them. They'll rip you off. Do you want some happy?"

The Doctor frowned, "No, thanks."

"Are they selling drugs?" Martha asked.

Violet looked around, perplexed. "I think they're selling moods."

"Same thing, isn't it?" She said spitefully as a young woman came into the alleyway. She was pale and poorly-looking, and went up to one of the stalls.

The people in the stalls started shouting again. "Over here, sweetheart! That's it, come on, I'll get you first!"

"Oi! Oi, you! Over here! Over here! Buy some Happy!"

"Come over here, yeah." And what can I get you, my love?" The woman in the stall said cheerily, happy for the rare business.

"I want to buy Forget." She said timidly.

The woman nodded, "I've got Forget, my darling. What strength? How much you want forgetting?"

"It's my mother and father. They went on the motorway."

"Oh, that's so sweet." Came the sympathetic reply.

"Try this. Forget Forty-three. That's two credits." The pale woman paid and turned away, a token in her hand.

Violet walked up to her. "Hi, sorry. What happened to your parents?"

"They drove off." She said.

"They might drive back." The Doctor suggested, confused.

"Everyone goes to the motorway in the end." She sniffed. "I've lost them."

"You could find them, though. They can't be that far." Violet looked at the woman softly.

She gave them a sad look before looking down at the token. She sighed and stuck it to her neck, the Time Lords protesting.

"No, no, no, don't!"

They reached out to stop her, but she had already applied it. Her expression changed almost immediatedly, her sadness wiped away by a serene look.

"I'm sorry, what were you saying?" She smiled at them.

"Your parents. Your mother and father. They're on the motorway." The Doctor looked at her, raising his eyebrows.

"Are they? That's nice." She smiled again before walking off. Martha looked at the Doctor with a disbelieving face. He looked disturbed, and as he exchanged looks with Violet, worried. They watched the pale woman leave, Martha scornfully.

"So that's the human race five billion years in the future. Off their heads on chemicals." She ranted, but was suddenly cut off by two people grabbing her from behind, making her scream. The Doctor and Violet spun around quickly, but they were greeted by guns. They backed away quickly, taking a struggling Martha with them.

"I'm sorry, I'm really, really sorry. We just need three, that's all." The man shouted.

"No, let her go! I'm warning you, let her go!" The Doctor yelled, desperate. "Whatever you want, I can help. Both of us, we can help. But first you've got to let her go!"

"I'm sorry. I'm really sorry. Sorry." The woman repeated, almost crying, until they disappeared, slamming a large, green door behind them.

Violet ran to the door and pulled out her sonic to open it. It took a few seconds until she and the Doctor were running after the kidnappers again, hearing Martha shout. They dashed through a corridor just in time to see the vehicle holding Martha fly away.

The Doctor stalked back to the stalls and banged his fist on one of them. It flipped up quickly.

"Thought you'd come back! Do you want some happy happy?"

"Those people- who were they? Where did they take her?" He dropped the politeness.

"They've taken her to the motorway. Looked like carjackers to me. I'd give up now, darling. You won't see her again. Used to be thriving in this place. You couldn't move. But they all go to the motorway in the end."

"He kept on saying three, we need three. What did he mean, three?"

"It's the car-sharing policy, to save fuel. You get special access if you're carrying three adults."

"This motorway- how do I get there?" The Doctor demanded.

"Straight down the alley, keep going to the end. You can't miss it." Violet and the Doctor strode off in the direction she indicated.

"Tell you what- how 'bout some happy happy? Then you'll be smiling, my loves!" The woman called after them. Violet spun around, fuming.

"Just some advice- you can tell your friends, too. Start packing up and get out of here." She glared at them.

"Why's that then?" The woman asked, unimpressed.

"Because we're going to find our friend, and as soon as we do, we're coming back. I will personally make sure that this place closes down. One way or another." She threatened before joining the Doctor, who had already opened a large door that read 'Motorway Access."

They stepped on a platform and saw thousands of flying vehicles in orderly lines in front of them. They started coughing- the thick, dirty air getting into their lungs- and Violet nestled her face into the Doctor's coat to avoid breathing in the exhaust fumes, while he put his hand in front of his mouth.

A vehicle opened, revealing a figure in a leather jacket- scarf and pilot's glasses protecting his face.

"Hey! You daft little street struts! What are you doing, standing there? Either get out or get in! Come on!" He shouted at them, and left with no choice, they jumped into the car.

"Did you ever see the like?" The figure said while the dark-haired woman in the passenger seat handed the Doctor an oxgen mask. He took in gratefully and offered it to Violet, but she shook her head, seeing that he needed it more than she did.

"Just standing there, breathing it in!" The figure took of his goggles, cap and scarf and revealed a cat's head.

"There's this story says back in the old days, on Junction Fourty-Seven, this woman stood in the exhaust fumes for a solid twenty minutes. By the time they found her, her head had swollen to fifty feet!" He exaggerated.

"Oh, you're making it up." The woman laughed.

"A fifty-foot head! Just think of it. Imagine picking that nose." He joked, making her scrunch up her face.

"Stop it. That's disgusting." She frowned.

"What? Did you never pick your nose?" He asked. The woman tapped his shoulder suddenly.

"Bran, we're moving!"

"Right. I'm there. I'm on it." He pulled a lever which looked like a hand-brake and they moved forward. Horns beeped all around them, but they didn't go far- after a couple of seconds, he drew the lever back again.

"Twenty yards! We're having a good day." He exclaimed, and Violet thought he was being sarcastic, but a look at his face showed that he was genuinely pleased.

He turned to the Doctor and Violet. "And who might you be? Very well-dressed for hitchhikers." Violet looked down and scoffed silently, seeing her skinny jeans, plain white shirt and black leather jacket.

"Thanks. Sorry, I'm the Doctor, and this is Violet." He gestured at Violet.

"Medical man! Ha-ha! My name's Thomas Kincade Brannigan, and this is the bane of my life, the lovely Valerie." Brannigan introduced himself and his wife.

"Nice to meet you."

"And that's the rest of the family behind you." He pointed at the curtain behind them. Violet drew it back and revealed a basket of adorable kittens. She picked one up and held it to her, cooing.

"Aw, that's nice. Hello." The Doctor picked up one as well.

Violet laughed, "You were jealous!" When he looked at her, confused, and she sighed. She was referring to the 30th Olympics, when Rose was fawning over a cat. He said he didn't like cats, but she had guessed he was just jealous of the attention Rose was giving it.

"Never mind." She dismissed the topic, not wanting to make him sad again. "How old are they?" Violet asked, stroking the kitten she was holding.

"Just two months." The mother said proudly.

"Poor little souls. They've never known the ground beneath their paws." Brannigan told them before he saw the Time Lord's puzzled looks. "Children of the motorway." He added.

"What, they were born in here?" The Doctor frowned.

Valerie nodded sadly, "We couldn't stop. We heard there were jobs going, out in the laundries on Fire Island. Thought we'd take a chance."

"You've been driving for two months?" Violet gaped.

"Do I look like a teenager? We've been driving for twelve years now." Brannigan laughed.

"I'm sorry?"

"Yeah! Started out as newlyweds! Feels like yesterday." He looked at his wife lovingly.

"Feels like twelve years to me." She joked, but smiled.

"Ah, sweetheart, but you're still lovely." He tickled her stomach, making her giggle. The Doctor looked at Violet, who was looking at them with a slight longing on her face. He frowned and turned back to the couple.

"Twelve years?! How far did you come? Where did you start?" He questioned, exasperated.

"Battery Park. It's five miles back." Brannigan told him lightly.

"You travelled five miles in twelve years?" The Doctor was incredulous.

Brannigan looked at Violet. "Is he always this slow?"

She grinned. "I don't know why I put up with it. Where are you from?" She then asked them.

"Never mind that, we've got to get out. Our friend is in one of these cars. She was taken hostage. We should get back to the TARDIS." The Doctor went to open the door, but Violet stopped him.

"You're too late for that. We've passed the lay-by." Brannigan explained for her. "You're a passenger now, Sonny Jim!" The cat joked.

"When's the next lay-by?" The Doctor asked urgently.

"Ooh..." He considered. "Six months?"

They were still sitting in the vehicle, defeated. The police had put them on hold- the police!- and even when they had found out what car Martha was in (thanks to an old married couple), they still couldn't do anything.

"We've got to go to the fast lane. Take us down." The Doctor demanded suddenly.

"Not a million years." Brannigan dismissed him.

"You've got three passengers- you've got four!" He exclaimed.

"I'm still not going."

The Doctor leaned forward. "She's alone, and she's lost. She doesn't belong on this planet, and it's all my fault. I'm asking you, Brannigan – take us down." The Doctor pleaded desperately.

"That's a no. And that's final. I'm not risking the children down there." Valerie said.

"Why not? What's the risk? What happens down there?" The Doctor frowned.

"We're not discussing it! The conversation is closed!" She raised her voice a little, making Violet stand up from where she sat against the door.

"I think the conversation only just started, actually." She snatched the vocal transmitter from Brannigan.

"Sorry, Mrs Cassini." She adressed the old couple that had helped them. "How long have you been driving?"

"Oh, we were amongst the first. It's been twenty-three years now." She replied.

"So, tell me." She pressed. "Have you ever seen a police car?"

"I'm not sure." May said after a slight pause.

"You're a car spotter. In all those years- you would have noticed a police car. You would have seen an ambulance, some kind of rescue service- anything! Let me tell you the truth: You're going round in circles. You can tell from the lay-bys. And I'm sorry, but there's no one coming to stop the traffic jam. 24 years! Don't you think that the roads would be cleared by now? You may be all drugged up, but you're not stupid!" Violet ranted, irritated at the oblivion of the drivers.

Brannigan grabbed the transmitter back. "Stop it. The Cassinis were doing you a favour."

"No, I'm doing you a favour. You can't spend the rest of your life driving." She glared at them, before turning away and calming down. She knelt down and examined the floor before using her sonic to open the car's floor. She looked back up at the Doctor.

"Fancy a trip down?" She smiled mischievously, making the Doctor grin.

"How could I resist?" He took off his overcoat and threw it at Valerie. "Look after this. I love that coat. Janis Joplin gave me that coat."

"Oh, shut up." Violet shoved him playfully before lowering herself out of the hole, holding on to the edges. "Now, as you say- 'Allons-y'!" She grinned before letting go of the vehicle, falling down onto the car below them. The Doctor looked down, checking to see if she was okay before following.

"This Martha- she must mean an awful lot to you." Brannigan stated as the Doctor hung half-way out of the car.

"Hardly know her. I was too busy showing off. And I lied to her. Couldn't help it, just lied." He said thoughtfully before looking up. "Bye then!"

He let go and followed Violet into the car. She was talking to the man in it while she worked on opening the next hole.

"Well, not very much. Junction Five's been closed for three years!" The man, completely white, complained as Violet got the hole open.

"Thank you. Your comments have been noted. Have a nice day!" The Doctor said cheerfully before following her down again.

They repeated that pattern for many layers down, until they jumped into a car where a man sat in a pin-stripe business suit.

He spun around, surprised. "'Scuse me, is that legal?" He asked.

"Sorry, Motorway Foot Patrol." The Doctor started, but was coughing too hardly to finish. "Whatever. Have you got any water?"

"Certainly. Never let it be said I've lost my manners." He poured some water out of a water cooler into a cone-shaped cup and handed it to the man. Violet declined as he offered her some as well.

"How are you not choking?" The Doctor asked her once he got his lungs clear again.

She frowned, "You really don't want to know."

He nodded. "Is this the last layer?" He asked the businessman.

"Ah, we're right at the bottom. Nothing below us but the fast lane."

"Can we drive down?"

"I'm not going to." He shook his head.

"Okay, fine. Let's just take a look." He used his sonic to open the hatch below. There was nothing but a fog of exhause fumes below, but there was a faint growling to be heard.

"What's that noise?" He frowned.

"I try not to think about it." The man admitted.

"What are those lights? What's down there?" The Doctor continued to ask.

"Let's find out, shall we?" Violet moved to the front console. "There must be some sort of ventilation. If I could transmit a pulse through this thing, maybe I could trip the system- get rid of some of the fumes." She pulled out her sonic and held it at some of the wires.

"You're brilliant!" The Doctor exclaimed. "How did I not think of that?"

Violet looked up for a split-second. "Just a little bit human." She muttered and finished the wiring. The three of them crowded around the opening and saw the fumes being shifted away.

"What are those shapes?" The businessman asked frightfully. After watching them for a few seconds, they realised the 'shapes' were moving and alive.

"Are those Macra?" Violet frowned. "The Macra used to be the scourge of this galaxy. Gas. They fed off gas, the filthier the better. They built up a small empire using humans as slaves and mining gas for food." Violet explained to the man.

"They don't exactly look like empire-builders to me." He commented.

"Well, that was billions of years ago. Billions. They must've devolved down the years and now they're just beasts. But they're still hungry and our friend's down there." The Doctor said solemnly.

There was a clank on the roof and the three looked up as a pair of feet dangled down before a feline nun dropped into the vehicle.

"Oh, it's like New Times Square in here, for goodness's sake!" The business man stumbled up, complaining.

"We've invented a sport!" The Doctor said cheerily.

The nun sighed, "You're a hard woman to find, Violet."

"Pardon?" The young woman in question raised her eyebrows.

The Doctor stepped in. "Hang on. You're Novice Hame, aren't you?" He hugged her, grinning, before his face fell and he let go of her. "No, hold on, get off. Last time we met, you were breeding humans for experimentation."

"I've sought forgiveness, Doctor, for so many years, under his guidance. I might be able to finally redeem myself, but Violet needs to come with me." She grabbed Violet's hand and pressed the teleport button on her wrist before the Doctor could protest.

They teleported to a large, dusty room. It was dark except for a few streams of sunlight that flooded in irregularly. Violet groaned and stood up.

"Oh- rough teleport. What was that for? Why do you want me? Isn't the Doctor the universal superstar?" She grinned.

"I only had power for one trip, and he requested you." She said.

"Okay. Where are we?"

"High above, in the over-city."

Violet nodded. "Good, good. You can tell someone about the Macra living in the motorway millions of people are trapped in, then!"

Novice Hame pressed a button on her wrist, and the room lit up. "There's no one. We're in the senate." Violet looked around and noticed skeletons lying around everywhere. "They died. The city died."

"What happened?" She knelt down next to a skeleton.

"A new chemical. A new mood. They called it Bliss." The cat picked a token off of the skeleton. "Everyone tried it. They couldn't stop. A virus mutated inside the compound and became airborne. Everything perished — even the virus, in the end. It killed the world in seven minutes flat. There was just enough time to close down the walkways and the flyovers, sealing off the under-city. Those people on the motorway aren't lost, Doctor. They were saved."

"Who saved them?" She stood up suddenly.

"He did."

A low, rumbling voice spoke. "Violet."

Violet followed the voice to a huge tank, containing a giant, alien-looking face.

"Are you by any chance the Face of Boe?" She said softly.

"I knew you would come."

She frowned. "How do you know me?"

"You will meet me soon. A much younger version of myself."

"Ah, time travel." She groaned. "You don't look very well."

"My time is coming to an end." He said simply.

"The Face of Boe wired himself into the mainframe of the motorway. He's giving his life force just to keep things running down there. With no one to maintain it, the City's power died. The under-city would have fallen into the sea if he hadn't been there." Novice Hame explained.

Violet frowned. "But there are planets out there. You could have called for help."

"The last act of the Senate was to declare New Earth unsafe. The automatic quarantine lasts for one hundred years."

"So you two were alone for all these years." Violet stated, standing up from where she had crouched next to the Face of Boe. "But now I'm here. And I promise you, Novice Hame, Face of Boe, I will get things running again. The traffic jam will end!"

She rushed around, gathering materials and fumbling with wires. She moved quickly, wanting to save those people as soon as she could.

"I've seen so many people die- I've killed so many. I think it's time I give back, don't you think?" She talked as she worked. "Hold that in place." She pointed at chord.

She fixed up a few more things before she turned back two the Face of Boe and Novice Hame. "It's all set up, I just need power. I need and energy source." She started pacing. "I could wire myself in- it wouldn't kill me. Well, it would, but I've got 13 lives, who's counting?" Violet stopped as the Face of Boe spoke to her again.

"I need you to do something for me." Violet nodded. "When you meet me, I'm going to ask the Doctor if I'm ever going to die. Tell me that I will."

"Why?"

"My life was a long one, and I never had the certainty that I would one day be able to end it. But I do now. I give you my last breath, Violet."

"No, no, no! You can't just die on me!" She yelled as the Face of Boe let out a long, shuddering breath.

"The Doctor needs you, Violet. Take care of him." Violet nodded solemnly before flicking a switch and bringing power to the city.

"I'll protect him with my life." She promised. She started a transmission to the vehicles on the motorway as the shutters above it started to open.

"Hello!" She smiled into the screen. "I'm Violet. Sally Calypso was just a hologram, sorry. But I have some very good news for all of you! You're leaving the motorway. All of you, up! You're finally free to leave!" She paused. "Go on, I'm serious. Go and see the sunlight and the beautiful city just waiting for you! And since we're at it, I'd like to see the Doctor and Martha up at the senate in one piece. And of course Brannigan- the Doctor would throw a fit if he didn't get his coat back." She looked behind her before she added, "And, remember this. When you think of your saviour... Think of the Face of Boe. He gave his life to save all of you."

Violet was talking to the Face of Boe, who's tank had cracked, when the Doctor came bounding into the room.

"Oh, the Face of Boe. You can't be dying- not after all this time." He crouched down next to him.

"My time has come to an end. It's good to breathe the air one last time."

Violet smiled sadly and laid her hand on his cheek.

"Doctor?" Martha's voice called out. He stood up.

"Over here." He waved her over.

She grinned and ran to him, "Doctor! What happened out there?" She asked, but frowned when she saw the Face of Boe. "What's that?"

"The Face of Boe is a he," Violet gave her a look. "And he saved all of your lives."

Novice Hame nodded, "My lord gave his life to save the city... and now he's dying."

"Who is he?" Martha asked.

"I don't even know." The Doctor said regretfully. "Legend says the Face of Boe has lived for billions of years. Isn't that right? And you're not about to give up now."

"Everything has its time." The Face of Boe wisely told them. "You know that, old friend, better than most."

"The legend says more." Hame spoke up.

The Doctor shook his head. "Don't. There's no need for that."

"It says that the Face of Boe will speak his final secret to a pair of travellers."

"Yeah, but not yet." He gave Novice Hame a look. "Who needs secrets, eh?"

"I have seen so much. Perhaps too much. I am the last of my kind — as you two are the last of yours." Boe told the him and Violet.

"That's why we have to survive." The Doctor said desperately, and Violet could feel his pain. The three of us. Don't go."

Violet took his hand before she nodded at the Face of Boe.

"I must. But know this, Time Lords. You are not alone." He told them his last words.

"Thank you. I'll keep my promise." Violet said, but her eyes showed so much more. She was sad for the loss of another person, thankful for the enlightment but concerned for the Doctor. She didn't know how he would deal with the death of someone else, or what would happen when Martha started asking questions.

The Face of Boe closed his eyes for the last time as Novice Hame started sobbing. The Doctor has a look of shock on his face, and Violet reached over to hug him.

He wrapped his arms around her too, and she whispered. "You shouldn't lie to her, Theta. You'll only hurt yourself in the end."

The Doctor, Violet and Martha walked down the alleyway where they had started out.

"All closed down." The Doctor stated when he saw the mood-selling stalls.

"Happy?" Martha asked.

The Doctor grinned, "Happy happy. New New York can start again. And they've got Novice Hame. Just what every city needs- cats in charge!"

Violet looked at Martha before turning to the Doctor. "I'm going to head back, okay?" He nodded.

"What did he mean, the Face of Boe?" Martha asked curiously. "'You're not alone.'" She quoted.

"I don't know." The Doctor replied honestly.

She stepped towards him and smiled. "You've got me. Is that what he meant?"

The Doctor looked at Violet, who was walking off already, and Martha followed his gaze with a slight glare. He turned back and shook his head, trying to keep a grin from appearing on his face. "I don't think so. Sorry."

Violet listened to them as she strolled further away. As soon as she was around a corner, she stopped.

The city started singing, and the Doctor started talking.

"I lied to you, 'cause I liked it. I could pretend. Just for a bit, I could imagine they were still alive, underneath a burnt orange sky. Violet and I- we're not just Time Lords. We're the last of the Time Lords. The Face of Boe was wrong. There's no one else."

"What happened?"

"There was a war. A Time War. The last Great Time War. My people fought a race called the Daleks, for the sake of all creation. And they lost. They lost. Everyone lost. They're all gone now. My family, my friends, even that sky. Oh, you should have seen it, that old planet. The second sun would rise in the south, and the mountains would shine. The leaves on the trees were silver, and when they caught the light every morning, it looked like a forest on fire. When the autumn came, the breeze would blow through the branches like a song..."

The Doctor continued telling Martha of their destroyed home planet as Violet continued to listen. She leaned against the wall, tears in her eyes as she remembered what she lost.

Once they had finished talking, they made their way back to the TARDIS, where Violet was waiting, tears still welled up in her eyes. As they approached her, the Doctor saw her pained look and moved a little faster and embraced her.

"I'm sorry." He mumbled into her hair, completely forgetting Martha, who stood watching them with an annoyed look on her face.

Violet moved out of his arms and sighed, wiping tears away. "Sorry... I just-" She took a shaky breath. "Hearing about it... Sorry." She couldn't bring herself to finish her sentence, so she looked down, gathering herself before smiling.

"So... Off we go?" She suggested cheerily, stepping into the TARDIS before Martha's glare made her drop dead. The Doctor frowned a little, but followed her in.

That just left Martha, who had fallen for the Doctor harder than she had ever fallen before. She sighed and walked into the TARDIS, having lost the feeling that the Doctor might have felt something for her, too.