Having been kidnapped by a barely pregnant woman named Cheen and her husband Milo, Kayla Hark was holding onto the side of the car she was in as the vehicle descended shakily though the fog and other honks of cars. Placing a hand on her stomach, Kayla sighed and looked at the screen. Displayed on it, the brunette could watch as the car moved from level 39 to level 43.

"See? Another ten layers to go. We're scorching," Milo said with a point to the screen.

Kayla blinked at Milo. "I really hope I don't end up seeing what a bad day is."

Milo frowned at that but said nothing. As a silence fell over the car, the three occupants all froze as they heard a low noise coming from under them. The noise was like a mix between a creak and a growl, and whatever was making the noise was very, very bad.

"What was that?" Kayla breathed. As if to tease her, the sound came again, which made the brunette shiver as she felt the floor of the car vibrate. "It's coming from underneath."

Cheen just gave Milo a worried look. "It does have noise, doesn't it? It's like Kate said. The stories are true," she told him.

"What stories?" Kayla asked sharply.

Milo rolled his eyes. "It's the sound of the air vents. That's all. The exhaust fumes travel down, so at the base of the tunnel they've got air vents," he explained in an exasperated manner.

Cheen shook her head. "No, the stories are much better," she informed Kayla, which made Milo chuckle and look away.

"They say people go missing on the motorway. Some cars just vanish, never to be seen again. 'Cause there's something living down there, in the smoke. Something huge. And hungry. And if you get lost on the road…it's waiting for you," Cheen told Kayla with fake wide eyes.

Kayla frowned. "Aren't all myths based off of fact?" she pointed out, which made Milo sigh. "And," the brunette continued, "Why are we going down there and risking it? Does it look like there are air vents out there?"

At her last words, Milo and Cheen exchanged worried looks and then looked out at the smog in front of them as the ominous noise got louder…and louder.

"What is it?" Cheen breathed with a nervous look to her husband.

Seeming just as worried, it took a moment for Milo to fake being okay. "Nah. Kid stuff," he said with a shake of his head. Grabbing the transmitter, he spoke into it, "Car Four Six Five Diamond Six, on descent."

In the car with the Doctor, Martha, Brannigan, Valerie, and the kitten, the Doctor felt a flash a worry through the mental bond he shared with Kayla. Giving Martha a worried look, the Doctor hurried to the front of the car.

"We've got to go to the fast lane. Take me down," he requested to the two.

At this, Brannigan's fur bristled. "Not a million years," he practically snapped.

The Doctor frowned and shook his head. "You've got four passengers!" he protested.

"I'm still not going," Brannigan stated.

The Doctor shook his head. "That's my wife, my Bonded, down there. She's pregnant and alone and…it's all my fault. I'm asking you, Brannigan – take me down," the Time Lord begged. Hearing his voice cracking, Martha placed a calming hand on his shoulder and gave him a small smile.

Valerie, however, was not moved by this display. Instead, she gave the Doctor and Martha a stony look. "That's a no. And that's final. I'm not risking the children down there."

Martha frowned at this. "What happens down there?" she wondered.

Crossing her arms, Valerie gave the black woman a glare. "We're not discussing it! The conversation is closed!"

The Doctor huffed. "So we keep on driving," he said in a sarcastic voice.

Brannigan nodded. "Yes we do."

"But for how long?" Martha asked, which earned her a slight smile from the Doctor.

Brannigan just shook his head. "'Till the journey's end."

Not agreeing with this answer, the Doctor snatched the transmitter from before and said, "Mrs. Cassini, this is the Doctor. Tell me, how long have you been driving on the motorway?"

"Oh, we were amongst the first. It's been twenty-three years now," the first woman from before replied in a proud, happy voice.

Not sharing this emotion, in fact the Doctor looked horrified, the Time Lord asked a question that sent chills down the four drivers' spine. "And in all that time, have you ever seen a police car?"

There was a pause as the car tracker seemed to mull this over. Then, "I'm not sure."

The Doctor shook his head. "Look at your notes. Any police?" he pressed.

"Not as such," the car tracker said in an upset voice.

"Or an ambulance? Rescue service? Anything official? Ever?" he continued, his voice growing harder.

"I can't keep a note of everything," she snapped.

Knowing that he had made everyone think this question, the Doctor asked, "What if there's no one out there?"

His fur bristling once more, Brannigan snatched the transmitter from the Time Lord. "Stop it. The Cassinis were doing you a favor," he protested.

Martha shook her head. "He's right. Someone had to ask."

The Doctor gave Martha a brief grin before turning back to Brannigan. "You might not want to talk about it, but it's there. In your eyes." And indeed, the horror at what the Doctor was implying was in the cat-man's eyes. And it only grow as he asked in a soft voice, "What if the traffic jam never stops?"

"There's a whole city above us. The mighty city-state of New New York. They wouldn't just leave us," Brannigan tried, but he didn't sound or seem so sure.

The Doctor just crossed his arms. "In that case, where are they? Hmm? What if there's no help coming, not ever? What if there's nothing? Just the motorway, with the cars going round and round and round, never stopping? Forever?"

The doubt and the fear getting to her, Valerie snapped, "Shut up! Just shut up!"

Stopping, the Doctor took a step back and Martha did as well. An uncomfortable, pregnant silence fell in the car until the screen suddenly crackled to life and the woman Kayla, the Doctor, and Martha had seen before appeared on screen.

"This is Sally Calypso, and it's that time again. The sun is blazing high in the sky over the New Atlantic, the perfect setting for the daily contemplation."

Brannigan gave the Doctor and Martha a withering look. "You two think you know us so well. But we're not abandoned. Not while we have each other." His words making Valerie smile, the woman took the cat-man's hand.

"This is for all of you out there on the roads. We're so sorry. Drive safe."

And then, Valerie and Brannigan started to sing. "On a hill, far away. Stood an old, rugged cross. The emblem of suffering and shame. And I love that old cross. Where the dearest and best. For a world of lost sinners was slain."

In Kayla's car, the brunette watched, a hand on her stomach, as Milo and Cheen sang together. "So I'll cherish the old, rugged cross, rugged cross. Till my trophies at last I lay down, I lay down. I will cling to the old, rugged cross, rugged cross. And exchange it some day for a crown."

As the two's voices faded out, the electronic voice piped up from the screen, "Fast lane access, please drive safely."

Milo and Cheen exchanged excited looks, their worry about what could be down there forgotten. "We made it. The fast lane," Milo breathed.

While Kayla closed her eyes and prayed that everything would turn out alright, Milo drove the car out of the long mass of honking lanes and drove downwards.

Meanwhile, the Doctor felt his stomach drop as he heard Kayla say, 'I'm heading down to the fast lane and…something is down there, Doctor.'

Growling, the Time Lord looked over at Martha. "Time to go," he said.

Martha stared at him in shock. "What do you mean?"

Ignoring her, the Doctor turned to Brannigan and Valerie. "If you won't take us, we'll go down on our own."

Still very confused, Martha could only watch along with Brannigan and Valerie as the Doctor scramble to the middle of the car with his sonic screwdriver in hand and started to inspect the floor.

"What do you think you're doing?" Brannigan somehow mustered up the breath to ask.

The Doctor, immersed in his work, answered after a brief pause, "Finding my own way. I usually do," he told them. Sonicing a panel in the floor of the car, he grinned as he pulled the panel away to revel the car under them with a similar panel on the roof of it.

"Capsule open," the voice informed them unnecessarily.

Straightening up, the Doctor grinned at Martha. "Here we go," he said. Taking off his brown overcoat, he throw it over to Valerie who barely caught it in her shock. "Look after this. I love that coat. Janis Joplin gave me that coat. Kayla loves that coat."

Valerie stared down at the coat with her mouth slightly opened and then looked back up at the Doctor and a rather shifty looking Martha. "But you can't jump!"

The Doctor just shook his head. "If it's any consolation, Valerie, right now, I'm having kittens," he informed the woman.

Brannigan looked at the two in shock. "This Kayla…you must really love her," he breathed.

"She's my wife and pregnant. And we were too busy lying to Martha here to really get to know her. But that's going to change," the Doctor stated as he rubbed his hand together.

"What?!" Martha yelped, her eyes widening as she looked at the Doctor. "What do you mean you're lying to me?"

The Doctor waved his hand, his ears starting to turn pink as they usually did when he got embarrassed. "I'll explain later," he vowed.

Martha frowned and crossed her arms but then sighed, "You better," she grumbled.

Nodding, the Doctor gave Brannigan and Valerie one big smile and then, with a, "Bye then!" he had jumped from the hole in the floor to the next car. Looking back at up at Martha, he called down, "Come on!"

Inhaling sharply, Martha gave Brannigan and Valerie a smile and then jumped down and landed next to the Doctor, who was already opening up the next hole in the car. "Took you long enough," the Doctor informed her.

Martha gave him a sharp look and coughed as the Doctor soniced opened the hatch. Helping Martha down into the car, he appeared next to her and the two briefly took in the pale white man dressed in an even whiter suit staring at him with an opened mouth.

"Who the hell are you?" the man snapped.

Waving his hand at Martha, the Doctor crouched on the floor to start opening up the next hatch, which left Martha to blabber out, "Motorway Foot Patrol. How are you enjoying it so far?"

The man blinked and then frowned. "Well, not very much. Junction Five's been closed for three years!" he protested.

Giving a nod, the Doctor slide the hatch away and looked up at the man. "Thank you. Your comments have been noted. Have a nice day!" Popping through the hole, Martha followed suit.

Landing on the next car, the Doctor coughed throughout the entire time he opened the hatch until he was in the car with Martha, who was coughing slightly less than him. The two barely registered the two Asian woman who started to speak in a language they couldn't understand. Instead, the Doctor just waved his hand and Martha muttered something about their, "comments being heard."

As the Doctor soniced open the panel, Martha grabbed two handkerchiefs and tied one around her mouth before giving the other one to the Doctor to do the same.

Giving her a grateful look for this, the Doctor held his up and said to the two women, "Do you mind if I borrow this? Not my color, but thank you very much."

Not really waiting for a reply, he pushed open the hatch and jumped down to the next car, Martha quickly following him. Neither of them coughing as much, the Doctor opened the hatch, dropped into the next car, and then started working on the hatch on the floor while Martha gave the large red man a small smile. Once the Doctor was done and had moved the panel away, he saluted the man and then the two dropped down to continue their mission.

'I'm coming Kayla!'

Hearing the promise in her head, Kayla sighed in relief and then crossed her arms as the Milo continued to tap on the screen at the front of the car that was displaying the three different exits for the Brooklyn Junction. Somehow, all three of the exits were closed.

"This can't be right," Kayla muttered.

"Try again," Cheen half-begged.

Not needing to be told, Milo tapped the button that read 'EXIT 1.' At the bottom of the screen, however, a large red message beeped 'JUNCTION CLOSED.'

Echoing this sentiment the car's electronic voice said, "Brooklyn Turnoff One closed."

"Try the next one," Cheen told her husband.

Milo did, and, like before, the 'JUNCTION CLOSED' message popped up and the voice informed them that, "Brooklyn Turnoff Two closed."

Letting out an anguished moan, Cheen shook her head and looked at her husband. "What do we do?"

Milo's face settled as his hands clenched onto the wheel. "We'll keep going round. We'll do the whole loop. By the time we come back round, they'll be open."

Barely holding back a snort, Kayla's mirth evaporated at the same horrible groan that had come before. Shifting, Kayla saw her own unease mimicked on Milo's and Cheen's face. "Still say that that's an air vent?" the brunette asked with a pointed look to the even smoggier outside.

Milo gave a weak shrug. "What else could it be?" he wondered, which made everyone all pause at the idea.

The sound came again, and Cheen asked, "What the hell is that?" as the slightly pregnant woman realized the noise seemed closer than before.

"It's just – the hydraulics," Milo suggested weakly.

Kayla crossed her arms and looked out at the smog. "Whatever is making that noise, it sounds like it's alive," she stated.

"It's all exhaust fumes out there. Nothing could breathe in that," Milo pointed out.

Just shaking her head, Kayla's hand drifted down to her stomach involuntarily. "Not unless it's made to breathe that…" she whispered, which made Cheen shiver in horror.

And then the worried silence was broken as the electronic voice spoke up and said, "Calling Car Four Six Five Diamond Six. Repeat, calling Car Four Six Five Diamond Six."

Exchanging a worried look with his wife, Milo picked up the transmitter and spoke into it. "This is Car Four Six Five Diamond Six. Who's that? Where are you?"

Immediately, a female voice spoke into the transmitter sharply. "I'm in the fast lane, about fifty yards behind. Can you get back up? Can you get off the fast lane?"

"We only have permission to go down. We – we need the Brooklyn Flyover," Milo explained with a sigh.

"It's closed. Go back up," the woman snapped.

Milo shrugged. "We can't. We'll just go round," he suggested.

"Don't you understand? They're closed. They're always closed," the woman stressed, which made Cheen make a horrified squeaking noise and clasp hand over her mouth while Kayla closed her eyes and muttered a curse under her breath. "We're stuck down here. And there's something else. Out there, in the fog. Can't you hear it?"

As if to agree with her, the roaring that the three had been hearing seemed to get louder and grow until it was defiantly nothing else but a shill-sounding roar from something alive.

"That's the air vents," Milo whispered in a dry voice.

Kayla shook her head, and apparently her sentiment was a shared because the woman snapped, "Jehovah! What are you, some stupid kid? Get out of here!"

The roar came again loudly and then, even more troubling, the woman and two other female voice started to scream. Milo jumped at the sound and shouted, "What was that?" while Cheen just pressed her hand to her mouth and shook her head.

"I can't move! They've got us!" The woman's voice rang out through the screams.

"But what's happening?" Milo asked.

Rolling her eyes, Kayla grabbed the transmitter. "What is going on? What has got you?"

There was just unintelligible yelling as the people screamed in horror as something was killing them.

"Hello?" Milo called worriedly into the transmitter.

More screaming and then, the woman cried out, "Just drive, you idiots! Get out of here! Get out!"

Milo shook his head. "Can you hear me?! Hello?!"

Kayla rolled her eyes and glared at the man. "Never mind them, they're dead! Now drive before we end up like them!"

The man clutched the steering wheel so tightly his knuckled turned white. "But where?" he asked helplessly.

"Straight ahead and face! Damnit Milo, drive!"

"What is it? What's out there? What is it?" Cheen sobbed.

Still dropping through the different cars, the Doctor pulled open the hatch and dropped down with Martha following. Inside their newest car, a man in pinstripe suit leaning against his steering wheel stared at them with wide eyes.

"'Scuse me, is that legal?" the man asked, his eyes widening even more at how loudly and badly the Doctor and Martha were coughing. The bandanas the two had grabbed seemed to have done little to block out the pollution in the end and their lungs were defiantly paying the price.

"Sorry, Motorway Foot Patrol," the Doctor attempted to say but gave up and just focused on trying to get his coughing under control.

Time Lords were technically supposed to have stronger lungs, which helped him and Kayla a little bit when the air was disappearing, but he had always had weaker lungs, even for a Time Lord. In fact, when he had told Kayla about his weak lungs, the brunette had laughed and informed him that he basically had asthma. She had found it rather funny, especially when the Doctor had started to pout at her reaction.

Nevertheless, the pollution was just the kind of thing to aggravate the Doctor, which is was why he was taking the air so hard and coughing so much, even more than the very worried Martha.

"Sorry, but do you have any water?" the black woman asked the strange man.

Blinking, the man took a few moments to actually realize what the woman had said, and then he took a few more moments until he actually went over to a water cooler that would not look out of place in an office, complete with the little cone-shaped cups, and started to poor the water for the Time Lord. "Certainly. Never let it be said I've lost my manners," he told them.

Giving the cup to Martha, who quickly gave it to the Doctor, the man looked at the two travelers continued to look at the two in shock. His eyes seem to keep getting wider and wider, which made Martha shift uncomfortable and look over at the Doctor.

Seeming to have finally gotten his coughing under control, the Doctor noticed Martha's look and nodded. Turning to the man, he engaged him conversation by asking, "Is this the last layer?"

The man blinked and then slowly nodded. "Ah, we're right at the bottom. Nothing below us but the fast lane."

"Can we drive down?" the Doctor pointed out.

The man frowned. "Well I've already put in that I'm alone and I don't want to risk the wheel locking," he explained while shifting quite a bit.

Giving him an odd look, the Doctor went over to the hatch on the floor of the car and started to sonic it. The Time Lord could tell the man was not telling him everything, he was lying essentially, and that meant he was keeping him away from Kayla. And if he was keeping him from Kayla then…

Taking a deep breath to control himself, the Doctor focused on his work while the man said, "What are you doing?" And then, "What is he doing? Is he going to jump? You can't jump. It's a thousand feet down!"

"I'm just going to check," the Doctor huffed as he pulled open the hatch and looked down at the smog underneath the car. He could barely make out the lights of far off what must be cars in the smoke. And then, faintly, he heard a small, screeching roar.

'Kayla, are you alright? Is there something done there with you?'

'Doctor there's something here. It's been eating the different cars in the fast lane. I'm not going to let whatever is out there to get us.'

Closing his eyes and clenching his fists, the Doctor looked down as the noise came again.

"What was that?" Martha breathed, her eyes wide as she too heard it.

The man shifted and looked down at the floor of the car. "I try not to think about it," he admitted.

Realizing that this noise was the reason why the man didn't want to go down to the fast lane and it had nothing to do with his wheel locking, the Doctor nearly mimicked the growling from below as he figured out that he was lying to him and keeping him from Kayla, from his Bonded.

"Take us down there," he commanded the man.

The man blinked at this, at the low voice the Doctor was using. He looked over at Martha, who held up a hand and pulled the Doctor aside. "Doctor," she hissed, "We can't go down there or we'll end up like Kayla. We don't even know what's down there."

Closing his eyes, the Doctor took several deep breaths before he nodded. "You're right," he agreed. "We have to know what we're going into."

Her eyes widening, Martha watched as the Doctor went over to the screen at the front of the car and started to sonic the screen, messing with it.

"What are you doing?" the man asked with a look over at Martha, who shrugged.

"There must be some sort of ventilation. If I could just transmit a pulse through this thing, maybe I could trip the system, give us a bit of a breeze," he explained in a rush voice as he worked on the screen. Going towards the screen, he pulled it off, which made the man make a noise of concern. Ignoring him, the Doctor started to play around with the wires until one of them snapped in his fingers, which made him grin.

"That's it! Might shift the fumes a bit, give us a good look," the Doctor cheered. Hurrying to the panel he peered down with Martha joining him and the man standing awkwardly over them. Together, the three stared down into the smog as it started to clear out enough so that they were able to see massive claws, like claws on a crab, appear.

"They're alive," the Doctor breathed as he saw the claws snap up at the air.

Martha made a gasping noise as the smog cleared even more, which allowed them to all see the very large crabs with bright glowing eyes, those were the lights the Doctor had seen, that the massive claws belonged to. "What are they?" Martha asked the Time Lord.

"Macra," the Doctor answered with a shake of her head. Closing his eyes, he briefly sent all his knowledge of the Marcra, the creatures Kayla was with, to his Bonded.

Down in the now deathly Fastlane, Kayla closed her eyes as she listened to the information the Doctor had sent her. During this time, she felt as if wax had been pressed in her ears and the once frantic yells from Cheen and Milo were muffled to the point where she could barely make them out. Thankful for this, she let herself float for a few moments until the Doctor hissed through her mind, 'Kayla! You need to turn the car off now, before it's too late!'

Shaking her head and opening her eyes, she snapped to Cheen and Milo, "Turn the car off now! They can hear the car, feel it, and the only way to stop that is if we turn the car off!"

Milo stared at her. "Are you serious?" He gasped.

Kayla gave him a glare. "If you don't turn it off now, I'll make you."

Shivering at the threat, Milo turned the car off. Instantly, everything stopped around them and Kayla let out a breath she was holding in as the Marcra stopped trying to grab them.

"What now?" Cheen wondered.

Kayla gave a shrug. "How long does our air last?" She replied back.

Milo shuddered at the thought and then at his answer. "Eight minutes, maximum."

This made Cheen start to cry softly to herself. Kayla, closing her eyes, sent the message to the Doctor as she placed a hand on her stomach.

Getting the message, the Doctor nearly decided to jump out of the car to hope that he could get to Kayla, but only a sharp 'no,' from the brunette, who had seen the thought, made the Doctor stay in the car. However, because he needed to do something, anything really, he started to pace the car while talking about the Marcra to himself.

"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," he rambled.

"They don't look like empire builders anymore, do they?" Martha pointed out.

The Doctor rolled his eyes but answered all the same, "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 my Bonded, my wife, is down there."

Martha stepped forwards to place a comforting hand on the Doctor's shoulder when the three occupants paused at the noise of someone messing with the panel on the roof. Together, the three looked up while the man groaned, "Oh, it's like New Times Square in here, for goodness's sake!"

That statement did not stop the legs that dangled down and then the older cat-woman to land gracefully on the floor in front of the Doctor and Martha with a blaster of sorts strapped to her back.

"You've invented a sport," Martha informed the Doctor with a slight smile, which made the Doctor gave a small grin in return.

The older cat-woman, who's age was clearly shown by her gray whiskers and muzzle, gave the Doctor a hard look. "Doctor, you're a hard man to find," she informed him.

The man, suddenly noticing the gun, pointed to it and shook his head. "No guns! I'm not having guns!" he protested loudly.

The cat-woman sent a glare to the man for this, which made him back up with a slight whimper. "I only brought this in case of pirates," she informed him in a hard voice. Turning her head away, she looked over at the Doctor. "Doctor, you've got to come with me."

The Doctor blinked and tilted his head as he run through her oddly familiar voice. "Do I know you?" he finally asked with a shake of his head as her voice came up blank.

The cat-woman looked down almost shyly and shook her head. "You haven't aged at all. Time has been less kind to me," she remarked in a softer voice.

His eyes widening, the Doctor hugged the cat-woman with a cheer of, "Novice Hame!"

Novice Hame had been one of the nurses/nuns at the New New York hospital he had ended up going to with Rose. He had gotten a message on his psychic paper from a mysterious person that turned out to be the Face of Boe. Novice Hame had been the Face of Boe's nurse. She had set next to him, basically, as the old face was dying. She had cleaned his jar and had listened to his ancient songs. She had also been in the nun order that was breading humans to find cures…

"No, hold on, get off. Last time we met, you were breeding humans for experimentation," the Doctor pointed out as he stepped back from the older cat-woman.

Looking down at this reminder, Novice Hame shook her head. "I've sought forgiveness, Doctor, for so many years, under his guidance. And if you come with me, I might finally be able to redeem myself."

The Doctor shook his head quickly. "No, never. Not unitl Kayla is with me. She's down there, Novice Hame. Kayla…she's my Bonded, my wife practically. I need to get down there."

"I'm sorry, Doctor. But the situation is even worse than you can imagine," she informed him. Grabbing his wrist, which made the Doctor grab Martha's wrist, Hame hit a green-lit button on a wrist band she was wearing. "Transport," she stated in a cool and practical voice.

At this, Martha made a noise of horror and the Doctor shouted, "Don't you dare! Don't you dare!" But this did nothing and the Doctor and Martha were transported to an unknown location.

This location was dank, musty, and generally covered in junk. Random sunlight streams came through broken windows, which allowed the Doctor, Martha, and Hame to clearly see the dust they were coated in from the floor.

"Oh! Rough teleport," the Doctor groaned as he picked himself up from the floor and helped Martha up along with Novice Hame. While doing this, he grabbed the wristband off of Hame's wrist, which made the cat-woman gasp and then glare. Ignoring her, the Doctor slammed down on the green-lit button…but nothing happened.

"Novice Hame, why is your teleport not working?" He asked through gritted teeth.

Hame shook her head. "I only had power for one trip," she answered with a sigh.

The Doctor nodded. "We need to get some more," he stated and then looked around. "Where are we?"

"High above, in the over-city," Hame answered with a sad, sad smile.

Not noticing the smile, the Doctor gave a grim nod at this information. "Good! 'Cause you can tell the Senate of New New York I'd like a word. They've got thousands of people trapped on the motorway! Millions!"

Novice Hame just shook her head in response. "But you're inside the Senate, right now. May the goddess Santori bless them," she sighed.

Looking up, Martha made gasped in horror, which prompted the Doctor to look up. There, high above them, were pews. And those pews were filled with skeletons. A full senate filled with skeletons, as if they had all just died.

"They died, Doctor. The city died," Novice Hame informed the Doctor.

The Doctor shook his head, unable to comprehend how this could have happened. "How long's it been like this?" he breathed.

"Twenty-four years," Hame answered in a soft voice. Heading off, she walked over to a skeleton that had somehow made it down on the ground. Martha instantly knelt down next to it and picked up a small stamp, much like the ones the venders were selling. This stamp, this drug, however seemed to be called 'Bliss.'

"A new chemical. A new mood. They called it Bliss," Hame recited. "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."

Horrified, Martha got to her feet and stepped away from the skeleton. Sending the Doctor a look, the Time Lord gave her a small squeeze on the shoulder. "So the whole thing down there is running automatically?" he asked.

"There's not enough power to get them out. We did all we could to stop the system from choking," Hame explained with a nod.

Martha frowned, picking up on the use of plural pronouns. "'We?'" she questioned.

At this, Hame brightened considerably. She gave a nod and a small smile to the Doctor, who blinked at this shift in mood. "He protected me. And he has waited for you, these long years."

And then, in the distance, a familiar rumbling voice called out, "Doctor."

Recognizing it instantly, the Doctor grabbed Martha by the hand and pulled her with him quickly over to the glass tank that held the Face of Boe. Behind them, Novice Hame quickly followed but stayed back to fiddle with some machines that were hooked to the tank itself.

"The Face of Boe!" He greeted.

The Doctor had a large amount of respect for the Face of Boe. He, for all his life the Doctor had assumed it was a he, was the last of his kind and was well known for not only creating the Boe race, but watching it die out as well. The man was like an ancient grandfather, and from what the Doctor knew, several different planets worshiped the Face of Boe as if he was a God.

Suddenly sensing Martha's discomfort next to him, the Doctor gave the black woman a reassuring grin. "Martha, meet the Face of Boe. The oldest creature in the universe and just an amazing…face."

Boe gave a low chuckle at the Doctor's finish and then gave Martha a long look. "I knew you would come," he said as he turned his eyes back to the Doctor. "But you seem worried and tense. What is wrong?"

The Doctor looked down. "Kayla, my Bonded. She's down there, in the Fastlane," he explained in a soft voice.

The Face of Boe made an unsettled noise at this and seemed to ponder for a moment before looking over at Novice Hame and giving a very, very slight nod.

Hame, her eyes widening, turned to explain to the Doctor and Martha. "The Face of Boe wired himself into the mainframe. He's giving his life force just to keep things running," she started.

Martha frowned. "Aren't there other planets? Couldn't you have called for help?"

"The last act of the Senate was to declare New Earth unsafe. The automatic quarantine lasts for one hundred years," Hame explained with a shake of her head.

Seeing how dire the situation was and how close the Face of Boe was to failing, the Doctor straightened and went over to the panel that seemed to be the mainframe.

"Save them, Doctor. Save them and your Bonded."

Down far, far below, the spirits of Cheen, Milo, and even Kayla, were becoming more and more hopeless as time passed. According to Milo, they had about two minutes of air left, and then they would either die, which would really kill four including the babies Cheen and Kayla were carrying, or turn the car back on and hope to God the Macrea didn't get them.

"The Doctor will come, he always will," Kayla breathed in a soft voice. Though, while she did believe the Doctor would come, she was starting to think he might be too late. She wasn't able to contact him, it seemed that he had been separated by a barrier. He couldn't hear her pleas for him to please, please hurry. And now, as Kayla placed a hand on her stomach, the pregnant woman knew that the longer he was gone, the longer it took.

Milo gave Kayla a long look and then shook his head. "Kayla…I don't think he's coming," he said in a soft voice.

Inhaling sharply, Kayla looked off in the distance at that. "One minute," she whispered in reply.

Cheen gave Milo a horrified look and nearly started to cry once more. Kayla looked over and them and then shook her head. "You've got your faith, you've got your songs and your hymns. And I've got the Doctor," she stated, her voice growing firmer with each word.

Feeding off this strength, Milo nodded, said "Right," and turned the car on. Briefly, Milo and Cheen gripped each other's hand.

"Good luck," Kayla breathed to the two of them.

Milo just settled more firmly in his seat. "And to you."

Driving forwards, the brutal attacking on the car started once more as the Macrea started to attack them with their claws once more.

The Doctor let out a held breath as he saw the car that Kayla was in appear on the register and move. "Car Four Six Five Diamond Six — it still registers!" He cheered, which made Martha grin widely. "There's my lovely Kayla." Grabbing a piece of wiring, he held it to Hame who took it gingerly. "Novice Hame, hold that in place," he instructed.

Turning away, the Doctor grabbed a piece of tubing and handed it to Martha, who stared at it but held it anyways. Once she was gripping it, the Time Lord started to run down the length of the tube. Every box in his way, he quickly jumped over.

"Think, think, think. Take the residual energy, invert it, feed it through the electricity beds," he rambled to himself in a loud and carrying voice.

Hearing him, Novice Hame shook her head. "There isn't enough power."

Having finally reached his destination, which was a far wall with two screens, lots of wiring, and even more buttons, the Doctor sent a bright grin back to Hame and Martha. "Ah, you've got power! You've got me! I'm brilliant with computers, just you watch," he cheered. Then, pointing to the cat-woman, he commanded, "Hame, every switch on that bank, up to maximum!"

Hurrying off, the Doctor ran to a knob on the console floor and started to rotate it with the aid of his sonic screwdriver as well. "I can't power up the city, but all the city needs is people, he explained, and then banged his fist against the console which made it lit up.

"So what are you going to do?" Martha asked, a grin on her face as she watched the man in action.

"This!" the Doctor cheered as he flipped a switch...and then all the lights on the console went out. "No, no no no no, no!"

Running back to his spot on the floor, the Doctor knelt by it and started to wave his sonic screwdriver over it, scanning it to try and figure out what was blocking it. "The transformers are blocked. The signal can't get through," he growled in a frustrated voice.

"Doctor…" the Face of Boe suddenly called out.

"Yeah, hold on, not now," the Doctor replied back as he continued to work with the knob.

Ignoring him, the Face of Boe continued to speak, "I give you my last…" Inhaling for a long moment, the Face of Boe let out a raspy, long breath that ended up powering the console and making all the lights light up much more powerfully than they did before.

Realizing that he had given his own power to the machine, he looked over at Hame and said, "Hame, look after him! Don't you go dying on me, you big old face. You've got to see this," he finished with a worried look to the Face of Boe, who's eyes were closed.

Going back over to the switch, he flipped it on with a loud, "The open road. Hah!"

In the fast lane, Kayla's car had been grabbed at and then knocked off by another claw, but their journey was far from over and the knocking on the car just kept increasing. Suddenly, a slight light seemed to be casted on the fog, which made the brunette frown. And then, like when they were singing before, the screen turned on and…

"Doctor!" Kayla cheered as she saw her Bonded appear on the screen.

"Sorry, no Sally Calypso, she was just a hologram. My name's the Doctor," the Time Lord explained in that voice Kayla thought she would never hear again. "And this is an order. Everyone drive up. Right now. I've opened the roof of the motorway. Come on. Throttle those engines. Drive up. All of you, the whole under-city. Drive up, drive up, drive up! Fast! Oy! Car Four Six Five Diamond Six! Kayla! Drive up!"

The three looked at the screen and then Milo shook his head. "We can't go up! We'll hit the layer!" He protested as if the Doctor could hear him.

Kayla, so wanting to get out of this, practically dragged Milo from his seat, which made the man use a few choice words and Cheen to say, "I don't think that was necessary." Ignoring them both, she turned the controls up and then grinned as she saw that they could drive up and that there wasn't a layer of cars blocking them. And as they rose further, the sun hit their face as the emerged into daylight and sky and…a real world.

"It's daylight! Oh my God. That's the sky, the real sky!" Cheen cried out, tears of joy spilling out of her face.

Milo, kneeling next to her, grabbed Cheen's face and kissed her as Kayla drove the car, the Doctor's voice in her head telling her that he had sent her a flight path and to hurry quickly, because he had a surprise for her.

Having gotten out of the car with a tearful farewell hug from Cheen and a slight smile from Milo, Kayla hurried into the Senate of New New York. The Doctor had warned her about the skeletons, she ignored them as she came in and called out, "Doctor?"

"Over here," the Doctor called back.

Sensing that something was wrong, both in his voice and in the mental connection, Kayla hurried over only to stumble back a bit at the sight of the Face of Boe, his glass tank broken around him, on the floor with an older cat-woman, Martha, and the Doctor. The Face of Boe himself seemed to be dying and in clear pain.

Kneeling down next to the Doctor, she leaned into him as she looked at Boe. "He's dying," she whispered.

The Doctor gave her a sad look but didn't argue with her. After nearly losing her, he would never argue with her again. "He's the one that saved you, not me," he explained.

The cat-woman gave a small sniffle. "My lord gave his life to save the city," she put in. "And now he's dying."

"It's good to breathe the air once more," the Face of Boe said in a weak voice.

Kayla gave a small shake of her head and laid her head on the Doctor's shoulder. "Legends say you've lived for over billions of years. Why now?"

"Everything has its time. You know that, my dear Kayla and my old friend, both of you better than most," the Face of Boe answered.

"The legend says more," the cat-woman said in a soft voice.

Kayla frowned as she felt the Doctor tense under her. Feeling his rage at the cat-woman, who seemed to be named Novice Hame, in his head, Kayla took one hand and squeezed it, reminding him to calm down. In response, the Doctor squeezed back and stayed silent as Hame continued.

"It says that the Face of Boe will speak his final secret to a traveler's…child," At this new information, Kayla and the Doctor both exchanged wide-eyed stares. They had heard quite a few legends about the Face of Boe, and they all said he would tell his final secret to a traveler. Even the last time they had seen him, when it seemed that Boe was going to die, Hame had said the secret would be told to a traveler.

But it seemed everyone else had gotten it wrong, which left Boe with the last laugh in the legend. As he gave a literal chuckle, he looked up at Kayla and the Doctor. "I have seen so much. Perhaps too much. I am the last of my kind – but you are not the last of your kind, Doctor. Not anymore." Boe paused as he seemed to choose his words carefully. "Your child will bring you great joy, Doctor and Kayla, and great pain. It was never your fault. Never. And you…Time Agent and Time Lady, you are not alone."

Their eyes wide, Kayla and the Doctor stared at Boe as he passed away in front of him. Novice Hame started to cry, which made Martha go over to her and gingerly wrap an arm around her shoulders as she cried over the body of the Face of Boe.

Turning away from the body, Kayla kissed the Doctor softly on the lips as she shed a few tears herself. In response, the Doctor just held her closer.

Quite a few hours later, the Doctor, Martha, and Kayla returned back to the alleyway where the brunette had been abducted. The venders who had once been there were gone, their cars abandoned. Everyone had found out that the lanes were open again, that they were going to be able to go to New New York in, at most, a few hours. There was another traffic jam building up, but this one would disperse like they all did.

Hand – in – hand with Kayla, the Doctor grinned at the empty cars and then at the Time Lady, who seemed much more happy than she had been for a while. It always felt nice to be have saved someplace, and the joy was affecting the brunette in a very good way.

"All closed down," Martha remarked from behind the two. The woman had been rather quite since the Face of Boe had said his last words to Kayla and the Doctor. She seemed to be thinking hard about something, and whatever it was, it was now making her frown slightly. "Happy?" She asked despite her mood.

"Happy happy," the Doctor replied with a smile to Kayla as he quoted the venders, which just made the brunette roll her eyes and give him a small nudge. "New New York can start again. And they've got Novice Hame. Just what every city needs — cats in charge! Come on, time we were off."

Starting to stroll off with Kayla, the brunette stopped him through the mental link as she noted that Martha wasn't following them. Exchanging looks of bewilderment, the two turned around and faced the black woman, her arms were crossed and she did not look pleased.

"What do you mean earlier, that you had been lying to me?" she asked in a flat voice.

Kayla instantly looked over at the Doctor, who gave a slight shrug as he relayed that it had just slipped out. Shaking her head at him, Kayla crossed her arms, matching Martha's stance, and, with a warning of what she was about to say to the Doctor, admitted, "We did lie to you…but only because it made him feel better for a short while."

Wrapping an arm around Kayla's waist, the Doctor continued, "I could pretend. Just for a bit, I could imagine they were still alive, underneath a burnt orange sky," he explained in a soft voice.

Martha took a step back, her eyes widening as she realized what the Doctor was saying. His people…the people of his old home, were dead.

"I'm not just a Time Lord. I'm the last of the Time Lords," the Doctor continued with a shake of his head. "And Kayla…Kayla was human but when we made a mental link and when we Bonded, she became a Time Lady. And then…when we have our child, we'll not be alone."

Kayla gave a small nod and then kissed the Doctor's cheek before she turned to Martha. "I don't know what the Face of Boe was talking about because I know I'm not alone. But, Martha, know this, we're sorry."

Martha nodded, but then paused. "How?"

The Doctor shifted yet answered all the same, "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…"

And, as the Doctor continued to talk about his old home, the people of New New York started to sing in the distance,

"Fast falls the eventide

The darkness deepens

Lord, with me abide

When other helpers fail

The darkness deepens

Lord, with me abide."