Here it is, longest chapter thus far sorry it took so long. Special thanks to Autumn, Prowlie, and .selfishly for the reviews. By the way worthy of noting we've hit 20k words =]

Disclaimer: I own nothing in relation to Doctor Who or anything branded named.


The look the Doctor was giving me was almost comical. "Allie where-how…?"

I laughed lightly, "You know Doctor speechless looks good on you." I grinned. "I pretended to be Martin's personal assistant. Got in easy." I thought it over in my head. "How did you get in here?" I asked a little suspicious.

Without looking, he whipped out a small flip book showing me a undercover security badge. "Psychic paper, shows you whatever I want you to see." He told me, getting up from behind the desk. "I have to go, I need to stop that ball from dropping at midnight." I followed his lead and stood up. I tried to shake out my cramped legs as I followed him.

"What do we have to do?" I asked pushing my legs to keep up with his stride.

He stopped suddenly, I almost crashed into him. He turned on his heel to face me, I glanced up to his face and found him very serious. "We don't do anything, I do something. This is dangerous Allie, I want you to go wait in the Tardis." My shoulders slumped. I opened my mouth to say something but the Doctor continued. "Please Allie."

"Doctor what's going on?" I asked.

"I don't have time-"

"No," I cut him off, "If you're sending me back to the Tardis I want to know why Doctor. I understand it's dangerous, but it's dangerous for you too. I won't go back unless you tell me why." I put my foot down. "You ran off and left me with nothing, you have to give me a reason this time Doctor." I finished. I watched the Doctor he seemed almost torn, he kept shifting his weight restlessly.

Finally he seemed to make a decision. "Okay, Maxwell Martin does not exist at least not in the sense everyone thinks he does. He's a hologram, a well made one but a hologram none the less." He paused and grabbed my hand to tug me forward with him. "He was created by the last of a dying race, the Impartins. Humanoid in features they fit right into the earth's population but they want more." I had push my legs to keep up with his fast pace. "The Impartins have only one major weakness, water. A small amount like humidity does not affect them but rain and snow does. Water for them can cause skin rash and in long enough exposure death. They plan on using the ball to release a chemical agent." He suddenly paused and tugged me behind a wall; he looked around the corner and quickly pulled back. He made a shh motion to me, and moved to take off back the way we came. "They increased security this way."

Once we where a decent ways away in a hushed voice I asked, "Doctor what does the chemical agent do? Does it zap all of the water out of the air or something?" He led me though a door and into an emergency stair way.

"Worse, it's meant to change human biology. Make humans more like them." He said making his way up the stairs.

"So we'd all become allergic to water?" I asked, following by taking two steps at a time.

"Yes basically, in thirty-seven minutes one million people will be converted almost instantly. Then it will spread throughout the United States then farther." He told me flinging open a door three floors up from where we had been before.

"But why? Don't they have a planet?" I asked from behind him, he had stopped in the door way.

"It's simple really, our planet met its end by drifting to far from our suns." A new voice chimed in. "It's quite an honor, I never expected the Doctor to stop by and visit." Remaining hidden, I slowly peeked around the Doctor. A man stood with two other men in front of us. I couldn't see for long though the Doctor stepped so I was fully blocked. "I do hope you and your companion will accompany me."

"Ah so much to do and so little time, surely you understand." The Doctor spoke, taking a small step back forcing me also to move back towards the stair way.

I heard two distinct clicking sounds echo though the hallway, "I must insist, Timelord."

I was well thought the door way, but the Doctor hadn't moved any farther. Then the Doctor wiped around and slammed the doors shut. I heard the distinct whine of his sonic screwdriver. Throwing myself at the doors, I tried to open them again. "Doctor?" I shouted, pounding my fists on the metal doors. Kicking the door, I heard the man shouting orders taking off I ran up the stairs and higher into the building.

Two flights of stairs later and I had reached the highest floor, lowering myself into a crouched position I opened the door only a crack and peeked out. Seeing the hallway devoid of life, I quickly dashed out and started looking for a room, any room, to hide in. I kept trying doors, but they all were locked. In anger I kicked one of the doors before stumbling towards the next door. I heard a loud bang as a door was forced open then the slam that signaled it shutting. Panicking, I sped up the pace but I was starting to run out of doors. "Come on, come on." I whispered to myself, and finally it opened. Throwing myself into the room, I started looking for anywhere to hide for the time being. Finding a small space behind a large panel I tried to wedge myself in between the wall and the panel. Stacking my hand back, I felt for anything to pull myself forward with. My fingers grasped something thin, but I tried anyway pulling hard I really tried.

In my frustration, I must have missed the door opening because suddenly I found a hand grabbing my ankle and pulling me away. Tightening my grip on what I was hold I tried to keep myself there. But sadly he was far stronger them me, I lost my grip and jolted back into the man. Thrashing, I found myself being dragged away from the room then tossed forward. "Move." The man kept a hand on my shoulder. Frowning, I complied.

We moved quickly back down the hall and into an elevator. Taking it to the fourteenth floor, we stepped out and were greeted by a second man. I was pushed into a room and instantly moved quickly to the Doctors side.

"Such a lovely reunion. Tell me miss…." The man was addressing me.

"Johnson."

"Johnson, such a common name. Anyway tell me how much do you know about our dear Doctor here?" He asked, making a motion to the stone like man sitting in a chair at the table. "Not much right."

"I know he's crazy. And I also know he's a genius." I said defensively.

"Right, right. Well anyway, I'm sure he explained his plan but do you know why here?" I made a motion with his hands sweeping the room. "It's almost humorous how many little planets exist with the perfect condition. But all of the inhabitants are ruled by idiocy, you see the earth with all of the humans are one of the few species that will adapt quick enough. The chemical agent is only part of the plan, after the change guess who will take charge." He paused and fingered his tie. "Go on Allie, guess." I just stared at him, unable to believe that he was doing this. "Well since you don't seem to keen on playing my game it's simple; me." He grinned and stepped towards me.

"You won't." I took a step back from the Doctor as he rose from his seat. "Allie why didn't you go back to the Tardis?" He asked, fully changing his attention to me.

"I wanted to help." I paused then thought it better to add, "Plus I just ended up running upstairs." I said a little ashamed of my own instinct.

The Impartins' laughter cut off any response the Doctor could make, "You really don't look for brains do you Doctor?" He laughed. "I'm sorry Doctor please do continue; tell us your genius plan."

The Doctor turned his attention away from me and towards the Impartin. "Sanin this is a level 5 planet, six billion people live here do you understand what you're doing?" Six billion people will be altered if not killed." The Doctors voice never wavered.

"Six billion people who will join the Impartin race, or die trying." Sanin spoke, enthusiasm evident in his voice. "The Impartin race will never die. Think about it Doctor, in twenty minutes that ball will drop and it will have begun; all while you and your little friend are stuck here." He started to move towards the door.

"Sanin stop this now before I have to." The Doctor warned standing from his seat. Sanin paused in the door way, the two men outside didn't flinch.

"Twenty minutes Timelord, for your sake I hope you succeed." The door slammed behind him.

I looked to the Doctor, his face was blank and it kind of scared me. Usually he was so expressive. "Doctor?" I questioned, hesitantly taking a step closer. "What do we do?"

Suddenly in a blur of limbs, pinstripes and crazy hair he dashed by. "Let's go." Raising an eyebrow I followed him to the window.

"How do we get out? We're fourteen floors up and I saw two guys guarding the door." I mentioned, hoping he didn't plan on jumping out of the window.

"As the saying goes, when one door closes…" He forced the window open. "Another opens." He turned back and grinned.

I stepped up to the window and peered out. I could see the large crowd and the ball poised, looking down I saw what the Doctor must had seen. A floor below us was a window washer's platform. "No," I pulled myself back in and squared myself towards the Doctor. "You can't be serious."

"Twenty minutes." He reminded me, hoisting himself into a crouching position on the windowsill. "I'll go first then you okay?" He didn't wait for my response before hopping out of the window. I flew over to the window just in time to hear a thud and watch as the Doctor straightened from his landing. Letting out a breath I didn't realize I was holding I couldn't stop from shooting a small glare at the crazy man below. "Your turn!" He shouted up to me, he was beaming.

"This isn't safe." I stated out loud while hoisting myself to sit with one leg out of the window and the other inside the room. I made the biggest mistake anyone could, I looked down. Almost instantly my grip tightened around the window in front of me and I could feel the cold sweat starting. "I suppose this is a lousy time to mention that I'm scared of heights huh?" I muttered more so to myself then the Doctor.

"It's an eleven foot drop I'll catch you I promise." The Doctor reassured me; I just stared at him doubtfully. Closing my eyes tightly, I used the foot inside of the room to propel myself forward. I felt my stomach lurch like on a rollercoaster, the cold wind rushing past my face. Then suddenly I felt two arms engulfed me, wrapping around my back and pulled me down. My feet clumsily hit the group and stumbled as I stumbled forward following the body in front of me. I was pulled closer as I regained my footing. "I got you, you're fine." After a few seconds spent regaining my bearings I nodded and slowly pulled my face away from the fabric of his suit. The blue pinstripes blurred in and out of focus a few times before I pulled away enough to see him clearly. His arms fell from their place around my waist to his side. I pulled away and used the metal railing to keep myself steady.

"Okay, what do we do no-" I was cut off by the metal box suddenly making a quick decent towards the ground. I yelped and tightened my grip on the bar. "Doctor?" I shouted, looked over to the man on the other side of. He stood with one hand holding the railing and the other holding his sonic screwdriver pointed towards the roof. We slowed before coming to a jolty stop still hovering floors above the ground. "I think I left my stomach up on the fourteenth floor…" I mumbled while loosening my grip on the railing. The box swayed as the Doctor moved from his side over to mine by the windows.

"We have to find the computer that controls the ball. From there I should be able to stop it from falling." The Doctor spoke above the whine of his screwdriver.

"Wouldn't it be closer to the ball itself." I asked while stepping closer to try and see what he was doing.

"Maxwell Martin renovated the ball, I think Sanin used that as a way to get a computer for the controls into this building. That way if something mechanical happened he could over ride the controls and make it fall." The doctor spoke as the window clicked. I watched him lean over the railing and plant his hands onto the glass and pull it out so it opened. "In you go." The Doctor said emphasizing it with a sweeping motion with his hands. Stepping to the railing, I tried to think over how I could go about doing this without making myself into a pancake. With the help of the Doctor, I managed to crouch on the railing and stretch my arms so my hands rested on the windowsill. Pushing off with my feet, I tried to jump through the window. It would had worked flawlessly if I hadn't had a little help from the one and only. The Doctor had given me a little extra push causing me to tumble though the window and land in a heap on the floor. I groaned as, for the second time today, landed on my tailbone. I'm sure I'm going to be bruised. Rolling off to the side the Doctor came flying though the window and managed to land on his feet with only a few stumbling steps forward.

"So where to now?" I asked, forcing myself to my feet.

"We have to avoid Sanin's security, find the computer, shut it down, find Sanin and convince him to leave." The Doctor checked his wrist, which I'm almost positive he did not wear a watch. "And we have fifteen minutes."

"That's all?" I asked rolling my eyes, while shuffling over to him. "Don't you think Sanin would keep the computer close to him you know upper floors?"

"Maybe but he's smart and he was expecting us," The Doctor started over to the door. He opened it and glanced both ways in the hallway before leaving the room. I ran to catch up to him.

"Where are we going?" I asked as he hit the button to call the elevator. I didn't receive and answer as he pulled me away and back towards the stairs. We started a quick decent and didn't stop until we hit the basement floor.

"We need a clear shot. Cutting the power in a building this size will cause everyone to run down here while we make our way up. This building has a backup generator," He pointed over to the left as we move towards the back of the basement. "So we can't shut the computer down from here." I nodded trying to keep up with his rapid speech. "So," He pulled a few wires out from the main generator causing the lights to shut off. "Pulling these should shut down the main generator; and cause the backup to kick on." As soon as he finished lights flickered back to life, although dimmer then before. He turned to me with a small grin, "See easy."

"I bet you don't even know what those wire did." I said grabbing his sleeve and moving over to the darker side of the room. "Now mister genius lets go." He took the lead almost instantly which I was grateful for. Moving past the stairs we hit the elevator call button and moved inside just as two men entered the basement from the stairs. "How did you know they'd come from the stairs?" I asked as the elevator moved back towards the top of the building.

"This elevator is Sanins, unless he specifies it the security uses the stairs. When he had me captured he made the men take the secondary staircase on the other side of the building while we took the elevator up." I nodded. "Ten minutes, we can do this." The elevator dinged and the doors opened to the twentieth floor, end of the line.

The doctor took off with me close behind him. He tried opening the first door with no luck. "All the doors on this floor are locked with the exception of the last." I stopped suddenly. "Wait! There's a computer in that room!" I almost didn't remember due to my earlier panic.

The Doctor took off towards the end of the hallway with a sudden burst of speed. "Which one?"

"Left!" I said, running to catch up to him. By now my legs felt like jelly and my breathing was heavier than normal. The Doctor tried the knob and found it locked, I heard the whine right before the door was thrown open from the other side.

"Knock, knock." I froze behind the Doctor. "Welcome so glad you found me. With seven minutes to spare, I was starting to doubt you Doctor." Sanin stood on the other side of the door, looking surprised. "But crashing my main generator was a good move." He stepped to the side. "I made sure to up the security on the computer, go ahead give it a try." The Doctor moved cautiously past him and towards the computer. I followed and offered a small sigh once I got to the Doctor.

"Is there anything I can do?" I asked as his hands flew over the keyboard. Frowning when I received no response, I moved over to where I had once tried to hide and slumped down against the wall.

"Five minutes Doctor." Sanin reminded from his place leaning against the wall.

"I'm working!" I frowned and hugged my knees closer to my body. He was getting pressed for time. I heard a slam and quickly knocked myself forward to see what he was doing. He had given up typing and had his sonic screwdriver pointed at the computer. Leaning a little more I saw the screen flashing though multiple screens. Standing, I moved closer to watch as they flickered across the screen.

"Three minutes." I turned to look at Sanin as he continued his ominous countdown.

"Doctor?" I questioned starting to panic. The look on his face was one of concentration and frustration.

"Come on, come on…" The whine seemed to echo in the small room.

"Doctor I think-"

"Allie not now!" The Doctor cut me off. I looked at the screen and watched the screens flicker faster.

"Two minutes." I whipped around and shot a dirty look at Sanin.

"Could you stop that?" I asked in an annoyed tone.

"Nope." His grin rivaled the one the cat wore when it finally got the bird. Sniffling, I paused.

Taking in a deep breath though my nose, I tried to identify the odd smell that was started to spread though the room. Closing my eyes, I tried to ignore Sanin's snickering and the sonic screwdrivers whine.

"One minute." Suddenly it hit me, my eyes flew open right before my hand shot out and grabbed the Doctors arm and pulled him back away from the computer. "Ah, maybe I miss judged you companion Doctor; finally figured out that I sonic proofed the computer program." Sanin laughed.

I forced the Doctor away from the computer. "Smoke, I smell smoke." I said pointing at the computer.

"Impossible, that computer is the best technology a sonic screwdriver wouldn't cause it to burn out."

I looked to the Doctor for an answer, "It's not from the computer." The Doctor leaned to the side towards where I had been sitting. "It's electrical." Just as the Doctor finished the sprinkler system kicked on and the computer shut down. In a vain attempt, I used my hand to try and cover my head. The Doctor moved towards where I had once been and looked behind the computer. "Brilliant! Why didn't you tell me you loosened the wires?" He asked, jumping up from his crouched position.

"I-" I thought back, the thin thing I had grabbed before when trying to hide. "Didn't mean to." I finished still slightly confused by the whole ordeal. "Is it good?"

"Good? It's great!" The Doctor rushed past me and towards Sanin. For the first time since everything began I looked over towards the other man in the room. He had been reduced to using his large overcoat as a makeshift umbrella. "It's over Sanin."

"Hmm." I caught a glimpse of his face which had changed from its normal pale to a patchy red. "I suppose I have haven't I? You know humans would have been a perfect specimen, their ability to adapt and survive…" He paused and lowered his arms so the coat just hung off of his head. "Well anyway I do guess I've over stayed my welcome. Doctor you got lucky, next time you won't."

"No!" Sanin was gone in a flash of bright light. "No, no, no." I watched the Doctor stomp around the room. "He got away, I let him get away." I frowned.

"But there are 6 billion people who would thank you." I said, moving to rest a hand on his shoulder. "Isn't that enough for today?"

He stopped and stood still, "They'll never know they can't. Not yet."

I nodded almost sad by this fact. So much out there and no one will ever know. Glancing to the clock, I took note of the time. Using my hand to balance myself I leaned up on my toes and kissed the Doctor on the cheek. "Happy new year Doctor." I said taking a step back and smiling.