The Doctor slowly woke up, his mind pushing away the foggy bits as he lazily opened his eyes, a green light shining over everything. Odd, definitely not the usual scenery. And then it just smelled all wrong, a weird chemical metallically scent, but with twinges of rubber, which was just a weird combination in of itself. Definitely home grown, not manufactured by the usual channels, but it would only be made in small quantities judging by the potentness. But there was that one solar system-

Rose!

The Doctor practically jumped, finding the girl awkwardly laying on his lap. She was knocked out but was started to stir, though was otherwise unharmed. But . . . oh no.

He looked around, a mere second passing before he realized where he was, inside of the cells the Sisterhood made. "Let us out! Let us out!" he screamed, prompting Rose to wake up in a daze.

She slowly sat up, clutching her head and looking around in confusion. "Doctor?"

"Aren't you lucky there was a spare?"

They turned to the door, the Doctor's face growing pale as Riley appeared on the other side of the glass. Only it wasn't Riley. Her whole appearance looked . . . off, definitely trying to sexualize it similar to what Cassandra did to Rose. And then there was the whole voice, the higher pieced and up-turned nose type of sound. It made his skin crawl in anger, seeing yet another friend taken over.

Riley, no Cassandra, peered inside, giving the pair a smirk. "Standing room only." The real Riley tried to fight back, if only she could reach the door, but it was no use, finding herself firmly frozen inside her own head.

"You've stolen Riley's body!" he shouted.

Rose slowly stood up, finding just enough space despite the tight quarters. "I told you to get out of her!" she yelled, also realizing where she was and what was happening.

"Clearly," she rolled her eyes and leaned against the cell door. "Here we three are, on a whole other world, in a completely new time, new bodies," she winked at the Doctor, "and now I get to return the favor. Over the years I've thought of a thousand ways to kill both of you. And now that's exactly what I've got. One thousand diseases." She let that information sink in, for a more dramatic effect, before turning more serious, giving the pair an icy glare. "They pump the patients with a top-up every 10 minutes. You got about . . . 3 minutes left. Enjoy."

Rose's face grew with worry and fear, pounding on the door and yelling at Cassandra to let them out, only to be greeted with a half smirk. The Doctor, on the other hand, appeared much more calm. "Just let Riley go, Cassandra."

"I will," she brushed off. "As soon as I grow bored with this," she held up her wrist, flashing the Doctor the vortex manipulator.

The Time Lord immediately tensed up, realizing there was more at stake here than just his friend. "You don't understand what that is Cassandra, that is not what you think it is."

"Traveling around the galaxy with a Time Agent, Doctor? I didn't see you as the type."

"Listen to him Cassandra," Rose said in a threatening tone. "That thing is dangerous, it would kill you!"

"Thanks for the warning love but I think I can manage," she spat out before giving the cell another tap, as if they were fish inside an aquarium. "Now hush-a-bye, it's showtime."

"Anything we can do to help?"

The Doctor and Rose tried to peer out of the cell but the image was distorted. However, judging by the tone and overall politeness behind the question, it had to be one of the Sisters.

"Straight to the point, Whiskers," Cassandra answered, peering down at her fingernails. She frowned for a second, realizing the state they were in. Oo, those will definitely not do . . . but there was business to take care of first. "I want money."

Sister Casp held back a laugh. "The Sisterhood is a charity. We don't give money. We only. . .accept."

Riley did have to admit that Cassandra's bargaining chips were fairly good, if only she hadn't revealed them so early on. "The humans across the water pay you a fortune," she confidently explained, taking a few small steps towards the Sisters. "And that's exactly what I need. A one-off payment, that's all I want. Oh, and perhaps a yacht," she muttered offhandedly before turning to the task at hand. "In return for which, I shall tell the city nothing of your institutional murder. Is that a deal?"

The Sisters merely looked at her, their faces like a blank canvas. "I'm afraid not," Sister Casp quickly replied.

"I'd really advise you to think about this," Cassandra narrowed her eyes at the nuns, her voice becoming increasingly threatening.

But the pair merely shrugged it off. "Oh, there's no need," Casp laughed. "I have to decline."

"I'll tell them," Cassandra pointedly stated, no lie detected in her voice. And Riley knew she wasn't joking, Cassandra would not hesitate to reveal the cat's secrets. "You've no way of stopping me. You're not exactly Nuns with guns. You're not even armed!"

That's when things took a turn for the worst.

"Who needs arms, when you have claws?" Casp sneered holding up her hand before unsheathing her claws. They were fairly large, at least a good inch in size and between the two nuns and their dedication to the Sisterhood, Cassandra wouldn't stand a chance. So, she backpedaled.

"Well, nice try," she muttered before turning around. She faced Chip, her personal servant who worn a simple white frock and had a rather interesting and unique pattern all over his pale skin. "Chip! Plan B!"

Chip staggered forward and pulled a lever on the side. Immediately an alarm sounded and all the cells in the corridor shot open, the inhabitants slowly walking out of their cell in a daze. However, this also meant the Doctor and Rose were now also free, leaping out of the cell and looking around in shock and anger.

"What have you done?!" the Doctor yelled at Cassandra.

"Gave the system a shot of adrenaline, just to wake them up," she shrugged off, as if it was no big deal. "See ya!" she added before running down the corridor.

"Don't touch them!" Riley could hear the Doctor shouting at the nuns and Rose but couldn't tell if they were following along. "Whatever you do, don't touch!"

Cassandra continued running along, apparently knowing where she was going or maybe she was just guessing, but then all hell broke lose when the cells started to explode. One by one, the panels next to the unopened cells burst open, sending a shower of sparks and light along the corridors. The sound was deafening and happened throughout intensive care, affecting every single cell. Cassandra, the Doctor, Rose, and Chip were running ahead of the blasts but came to a stop after entering the main chamber. It then sunk in, every cell occupant was free and walking, a whole zombie-like horde.

"Oh, my God," Cassandra breathed, surveying the damage. For once, Riley had to agree.

"What the hell have you done?" the Doctor shouted angrily, giving the woman a glare.

"They're all out, but can we help them now, cure them all?" Rose asked timidly as a few members of the horde came closer.

"Not yet, not with them in this state," the Doctor quickly said, looking around the entire room. "They're not safe, they were bred to be hosts to all the diseases so one touch and you get every disease in the world. We've got to go down. Follow along, I want that body safe Cassandra!"

"But there's thousands of them!" Cassandra cried out in panic, making Riley roll her eyes a bit, or at least try to. She started this whole mess!

"Run!" he shouted at her, causing the last 'human' to give a very wimpy cry before rushing down the stairs. "Down, go down!" he ordered as everyone else followed.

They continued running, never slowing for a second, as they went down and down the flights of stairs, the ending nearly impossible to see. Each level they saw new waves of zombie people, slowly making their way towards the group. But they made it, heading all the way down to the lower levels of the hospital.

Cassandra barged through the door, rushing through the concrete room where it all began before heading towards the other side. She made a beeline towards the lift, frantically pressing the button.

"No, the lifts have closed down. That's the quarantine. Nothing's moving!" the Doctor said.

Cassandra didn't hesitate, running from the doors. "This way!" she shouted, rushing to the other side of the room and through an archway. Apparently they were still not safe from the horde, a group of them appearing right by the archway, which Cassandra jerked around to avoid. The Doctor and Rose quickly did the same but poor Chip was too frightened to make the leap.

Chip gave a little cry, reeling back. The Doctor and Rose immediately stopped running, seeing Chip stuck between the growing horde emerging from the hallway. "Don't let them touch you!" the Doctor shouted, feeling conflicted between saving the man and remaining with Cassandra / Riley.

"Leave him!" Cassandra yelled, tugging on the Doctor's arm to keep on following. Apparently her opinion on her servant was very low, ready to brush him aside without a moment's hesitation. It made Riley fume. "He's just a clone thing. He's only got a half life. Come on!" She continued running, not even glancing back to see if the Doctor and Rose followed along.

Riley tried yelling at her, angry at not only leaving Chip behind but by marching along ahead of the Doctor. As far as she was concerned, this whole situation was a pile of bad on top of a heaping of worse. Murphy's Law was yet again in full swing.

But Riley's cries were on false ears. She continued rushing through the hallways of the basement, past decaying concrete, grime and dust, and bunched up wires. The Doctor and Rose were now on her heels, closing doors behind them to block off any of the zombie-human-clone-things from following them. Cassandra seemed to know where she was going, or at the very least had good intuition. Once they entered a larger room, she sprinted to the other side but as she threw open another door she gave a shriek, reeling back as the zombie group were right at the entrance. They were all bunched up, reaching out to come through to touch someone. She immediately shut it, locking the door for good measure, before heading back into the room.

"We're trapped!" she cried out in panic but her fear was lost on the Doctor who merely stared her down. "What do we do?!"

"Well, for starters," the Doctor started as he calmly walked further in the room. "You're going to leave that body. That psychograft is banned on every civilised planet." He pointed at the psychograft, an unusual device on the ceiling that didn't look too impressive to Riley, just some grates, places for lights, and wires. "You're compressing Riley to death."

This, on the other hand, made Riley worry. Feeling compressed was currently an understatement as Riley felt like she didn't have room to breathe and the feeling was getting worse. She wondered just how long she had until Cassandra would completely flatten her out of existence.

"You have no idea what it feels like Cassandra." It was Rose's turn to become angry, threateningly walking up to the girl. "Being pushed out of your own mind, feeling like you're just clinging onto life."

But these warnings still did not impress 'the last human' who merely brushed them aside. "I've got nowhere to go. My original skin is dead."

"Not my problem," the Doctor said calmly but his eyes still held the warning. "You can float as atoms in the air. Now. Get. Out."

Cassandra fully faced the Doctor and Rose, looking rather smug as they stared each other down. The Doctor slowly held his sonic screwdriver up, threateningly pointing it at Cassandra.

"Of course," Cassandra started, a small smirk starting to grace her lips, "because Plan A and B didn't work, I'll just have to move onto the final option."

"Which is?"

The smirk grew into a full on smile as Cassandra raised Riley's arm, pushing back the jacket sleeve to reveal the vortex manipulator. Riley perked up and prayed Cassandra didn't know how to operate one.

"Don't do it Cassandra," Rose warned. She took a step forward but the Doctor put an arm out, holding her back. "You have no idea what that really is, it won't-"

"Be a free ticket out of this mess?" Cassandra cut off. "My dear Rose, so naive. I've been inside your mind, you and I both know this is a vortex manipulator."

"But it will-"

"Go on," the Doctor said calmly, placing the sonic screwdriver back in his front pocket. He looked far too calm in Riley's opinion. Did he not care that she would be transported to who knows where with her mind going to be flatten to death in who knows how long? Why would he-

Oh.

"I will," Cassandra warned, roughly opening the flap. "The crystal beaches of Tipa sounds like the perfect place to start. I've memorized the coordinates just for this type of-" But she trailed off and her jaw opened as she peered down. Immediately she started mashing buttons and even started to shake her arm, letting out growls of frustration. But no matter what she did the vortex manipulator was definitively dead. She pursed her lips at glared at the two. "What did you do?" she hissed out.

"Absolutely nothing," he calmly answered. "You have access to Riley's memories, do you not? Didn't you know it takes an indefinite amount of time for this particular vortex manipulator to become active again?"

Cassandra didn't answer, realizing that she did overlook that very minor, but important, detail.

"Now," he said, yet again raising his sonic screwdriver. "Give her back to us."

She looked between the sonic screwdriver and the Doctor with a calculating look. Well, if she couldn't blow this joint with the vortex manipulator, another time travel device would have to do. She smugly smiled at the pair. "You asked for it."

Cassandra took a deep breath and blew out all of the air. Similar to last time, an unusual stream of red-like smoke came out of her mouth but this time made a beeline for the Doctor. In a matter of seconds Riley felt like her brain bounced back to it's original shape, her thoughts all jumbled up as they tried to right itself again. She felt herself start to fall forward but Rose rushed over, helping the girl remain upright.

"Shit, let's not do that again," Riley breathed, grasping onto Rose and her head. She peered into Rose's face, a smile forming on her lips. "Hello."

"Hello again," Rose smiled back before giving Riley a hug.

Riley immediately returned the embrace, so glad she had control over her down body and voice again. The things we take for granted.

"Wait, where did she go?" Riley looked around, seeing the Doctor oddly stand and take timid steps.

"Oh my, this is . . . different," he said in a high pitched voice and holding himself up very un-Doctor like.

"Oh no," Riley breathed, breaking away from Rose and starting at the Doctor, or rather, Cassandra. Rose quickly turned around, a look of horror and shock as she also saw how the Doctor looked. "Cassandra, don't tell me you-"

"Goodness me, I'm a man," Cassandra said through the Doctor, a rather odd smile gracing his lips. Everything just screamed wrong, the way he walked, how he held up his hands. It infuriated Riley to no end seeing her friend like this and also made her wonder how Cassandra looked inside her body. "Yum, so many parts. And hardly used," she noted, oddly walking around as she got a feel for the Doctor's body. "Oh! Ah! Two hearts! Oh baby, I'm beating out a samba!"

As the Doctor, well Cassandra, did a little dance Riley looked over to Rose. "Two hearts?" she repeated. "What does he, she, mean by two hearts?"

"He's a Time Lord, he has two hearts," Rose breathed out but was still looking in shock at the man.

"Wonder what else he's got two of," Riley muttered, snapping Rose out of her daze to give her friend a light smack on the head. "Not like that!" Riley protested, lightly rubbing the spot where she got hit.

"Get out of him Cassandra!" Rose ordered, taking a step forward and trying to look menacing. But, similar to Riley, she had no true idea what to do. How could they save the hospital without the Doctor? Or, perhaps more importantly, how can they save the Doctor?

"Oooh, he's slim," Cassandra peered down her new body, lightly running a hand down her chest and ignoring Rose's demands. "And a little bit foxy," she winked and raised her eyebrows at Rose who was looking more uncomfortable by the second. "You thought so too. I've been inside your head," she's teased, slowly coming over to Rose.

Rose could barely look at the Doctor, trying to keep her face straight but failed miserably. It was obvious that Cassandra was telling the truth, Rose's reaction, or lack thereof, giving it away. Riley, meanwhile, had a hand over her mouth, trying to conceal a huge smile and laugh as she saw the interaction between the two. Despite the fact that the Doctor was being controlled by Cassandra, the whole scene was extremely amusing.

"You've been looking," Cassandra drew out, leaning forward to whisper to Rose. "You like it."

But the trio was abruptly brought back to reality. One of the doors burst open, the sound echoing across the chamber and a group of human-zombie-people starting walking through the door, directly towards the three of them. Riley jumped at the sound, holding back a gasp as she saw one of their only exits become out of commission. Without thinking she looked to the Doctor for guidance but was quickly reminded that the Doctor was not there.

"What do we do? What would he do? The Doctor! What the hell would he do?!" Cassandra exclaimed in panic, the words coming out in a jumbled mess. She was hitting Rose in the arm, demanding an answer as she roughly pushed Riley in front of her, using her as a human shield.

"Oi!" Riley exclaimed, slapping Cassandra's hands away. "There has to be another way out of here!"

"Go up the ladder!" Rose said, seeing their means of exit against the wall.

Without hesitation, Cassandra pushed the girls aside, running towards their escape. "Out of the way blondie!"

"Go, you first!" Riley pushed Rose back, making her climb the ladder.

"But-"

"Go! I'm right behind you! We cannot let the Doctor out of our sight!"

They didn't have time to argue. Rose quickly followed Cassandra, climbing the ladder as fast as possible. Riley followed suit, seeing the zombie people not slow down as they advanced further into the room. Unfortunately, the ladder practically had no end, continuing up the service shaft hundreds of feet in the air.

"Feel free to go a bit faster!" Riley yelled up after seeing Cassandra start to slow, becoming nervous at how high they were. "Rose, we cannot keep running from these things, we need a way to stop them or talk to them."

"Oh great, talking," Cassandra spat out, looking below at the girls and giving a huge eyeroll. "Good luck speaking to a bunch of cloned non-humans!"

"If you get out of the Doctor's body, he can think of something," Rose retorted back to Cassandra but she wasn't having any of it.

"Nag nag nag. God, it was tedious inside your head. Hormone city."

"If you don't get out of him, you can say goodbye at your chances of life outside this hospital!" Riley yelled up. "For someone so bent on survival, you're not really thinking this through!"

"Ugh, and don't get me started on you," Cassandra spat out. "It was like the inquisition, always questioning everything, wondering what the hell was going on."

"Well you can lose your memories and then we can-arg!" Riley was pulled down, someone grabbing ahold of her leg. Matron Casp had someone also found herself in the maintenance ladder or perhaps were following them this entire time. Either way, the nun had a firm grasp on Riley's ankle, trying to pull her off the ladder.

"Riley!"

"Let go!" Riley yelled out, trying to throw the nurse off of her.

"All our good work, all that healing! The good name of the Sisterhood!" she angrily exclaimed. "You have destroyed everything!"

"Actually - It wasn't me but I can see how you would be confused!" Riley tried to give her a friendly smile but was jerked down again. Riley kept a firm grip on the ladder, really not wanting to plummet to her death.

"Everywhere, disease! This is the human world. Sickness!"

But Casp abruptly stopped mid-sentence, her face contorting in pain before it became permanently frozen. Right before their eyes, boils, warts, and disease started growing on her skin, the speed impossibly fast. She let out a cry in pain but could do little else, her grip slipping before she plunged down the maintenance shaft, surely dead before she reached the bottom.

Riley's eyes grew wide after seeing the death of the nurse but went into full panic mode after seeing the cause. Somehow, the zombies had climbed up the ladder, a whole swarm of them slowly making their way up.

"Go up, go up!" Riley yelled in panic, trying to get herself as far up the ladder as possible. She heard Cassandra give out a little whimper but was glad to see that she got the message, climbing faster than ever before.

But the climb was short lived as they reached the top of the shaft. "Open the door, there has to be a door!" Riley said, looking down in panic.

"Use the sonic screwdriver," Rose ordered Cassandra but the girl didn't seem that on board with the idea.

Reaching into the suit, she pulled out the screwdriver, holding it aloft as if it was something disgusting. "You mean this thing?"

"Yes, I mean that thing!" Rose said in frustration.

"Don't you dare drop that!" Riley ordered, seeing Cassandra hold the device rather precariously between her fingertips.

"But I don't know how!" Cassandra whinned. "That Doctor's hidden away all his thoughts!"

"You've got to be kidding me!" Riley exasperated.

"Cassandra, go back into me," Rose said, looking impatiently at the girl. Riley hesitated, not liking that plan, but they were quickly running out of options. "The Doctor can open it. Do it!"

"Hold on tight," Cassandra sneered out. She then transferred her body, energy, thing back to Rose, slumping over as the transfer was complete.

"Oh, chav-tastic again," Cassandra moaned, which made Riley promptly smack the girl in the leg.

"Watch it!"

Cassandra kicked her foot down, trying to brush Riley off but kept missing. "Open the door!" she ordered the Doctor but he wasn't having any of it. Now fully back in his body, the Doctor peered down at Cassandra, the sonic screwdriver yet again pointed at the alien.

"Not until you get out of her," he calmly said.

"We need the Doctor!" Cassandra yelled back. Riley was about to voice her agreement, much to her displeasure but was quickly cut off by the Doctor.

"I order you to leave her!" he shouted, his anger reaching the maximum level.

Cassandra didn't say anything but instead made another transfer, this time directly into Riley. Her grips slightly slipped, not expecting her mind to be taken over by Cassandra again but luckily held on. Her mind was pushed off to the side like last time, wedging her into the very corners.

"Now, the memory loss bimbo. But no matter how difficult the situation, there is no need to shout," Cassandra said offhandedly.

"That is not what I meant," the Doctor hissed through his teeth, still threatenly holding the screwdriver.

"Well where else am I supposed to go?" she whinned. Cassandra then looked down and let out a small yell, seeing the zombies coming closer.

"Not my problem, now get out!" he yet again yelled, causing Cassandra to roll her eyes.

"Oh, I'm so going to regret this," she muttered.

Riley felt herself gain control of her body, quickly grabbing onto the ladder as she looked around, trying to see where Cassandra went.

"Oh, sweet Lord! I look disgusting!" A very Cassandra-like voice sounded from below and Riley couldn't help but look on in amusement, seeing that Cassandra took over one of the zombies.

Wasting no time, the Doctor opened the door, quickly jumping in and pulling in Rose and Riley. They all moved as quickly as possible, seemingly trying to leave Cassandra.

"Nice to have you girls back," he smiled, offering a hand out to the girls. They both jumped in as the Doctor quickly soniced the door behind them. But, naturally, Cassandra wasn't giving up so easily. In one last effort, she transferred herself up, running into Rose and causing the girl to fall to the floor. Riley bent door, helping her upright as she hoped her friend was still in there.

"That is your last warning, Cassandra!" the Doctor yelled at the girl.

Riley waited for a snarky comeback but Rose's face was stuck in shock, staring at nothing in particular. "Inside her head," Cassandra said quietly. "They keep reaching out, just to hold us. All their lives and they've never been touched."

Riley lightly placed a hand on her shoulder, seeing that the experience of being in their heads for only a few seconds had a tremendous affect on the last human. She didn't feel quite as afraid of the zombies, starting to understand that they didn't intend to kill,they just wanted to be touched. And if you lived your whole life in a cell, well, Riley could understand why.

The Doctor offered them both a hand, helping the girls back on their feet but didn't say a word. His anger had dissipated some, now looking at Cassandra with a bit of pity, not wishing anyone to know that feeling. The zombies banged on the closed door, making Cassandra jump a bit but the Doctor didn't pay any attention and merely started walking down the corridor as the girls followed.


A/N: Hey everyone! I'm still here! Blargh, so sorry for the late update :p I didn't have internet/laptop access over the holidays then came back with a cold. Going through an entire kleenex box in one day really kills the motivation to write :p But I'm better now, so onward with the writing and posting!

I hope everyone had a great last week of November, even if there was no turkey/stuffing involved! Thanks to everyone who reviewed and read!

bored411 - Yeah, he's ticked haha Similar how he is with Rose. Hope you enjoyed the chapter!

ALSO - I'm going to try something new. Every week or so I'll post a poll on my profile asking what YOU would like to see from this story. There are certain 'events' that are fixed but I'm curious what everyone would like to see in the story and bounce ideas to get some creative juices flowing. The first question involves romance in this story - so far there has been none but at the point I'm writing, there is definitely a possibility. I'm planning on going down that path but want to check with y'all if that's something you're interested in - do you want a lot of romance or is one of the reasons why you're reading this because there isn't romance? I'd love to read your answers through the poll or feel free to send me a PM!

Ack, that was a ridiculously long authors note. Look for the next update in a week or so and hope everyone has a great week!

Until next time folks