Alright, I literally wrote three different versions of this, at least the first chapter and a half, before deciding which way to take it. Each one had its' merits, but I think this one covers everything the best. Also, I wrote the ending...oh...more times than I can count now. Many thanks to my wonderful beta, who put up with a lot of cursing and complaining about this one.

As always, thanks to my wonderful readers and reviewers. If I haven't replied personally (especially goes for guests, who I can't reply to), please know that I'm eternally grateful.

oOoOo

Martha woke up several hours later, disoriented for a moment until she remembered where she was. The TARDIS, the Doctor's time ship. That's right. It was pitch black in the room she'd been given. She stumbled over to the wall, cursing as she slammed into the bureau, and attempted to find a light switch. When she failed to find one, she hit the wall in frustration. She heard a low whine, and the lights came up a little, leaving the room in murky dimness, but at least she could see. She made her way to the ensuite, splashing water on her face and touching up her makeup again before stepping out into the corridor. She could swear she remembered where the console room was in relation to the room, but in only minutes she was well and truly lost. She wandered for another several minutes before she ran straight into Rose around a blind corner.

"There you are!" Rose said. "We were wondering what happened to you. C'mon."

She made her way around a last corner, and there was the console room in all its glory. She looked around it in confusion.

"Ah, Martha!" the Doctor said, looking up. "It's about time. Feeling better? Bright eyed and bushy tailed? Not that you have a tail, mind. If you did, then you'd look like Gravorians, they're an interesting lot. Their tails are extremely tactile. It's actually illegal to touch a Gravorian's tail without being married to one. I expect it has to be that way, otherwise they'd never get anything done." Rose laughed as Martha stared blankly at him. "Um. Are you ready for your trip?"

"Yeah, definitely," she said, walking over to sit in the jump seat. "Gotta tell you, though, the electricity on your ship is barmy. How do you even control the lights?"

"Oh...they sort of...control themselves," the Doctor said vaguely. "Why, what happened?"

"It was pitch black in that room when I woke up," she said, showing off the bruise already forming on her arm, and the Doctor frowned. "Couldn't see a thing. Slammed into the bureau, and I couldn't find any light switch. Ended up having to bang on the wall to get any light at all, and even that was barely enough to see by."

"Strange," the Doctor said, pulling out his sonic. "Let me see your arm?" He ran the sonic over her arm, and the soreness abated. Martha looked down in amazement as the bruise vanished. "The TARDIS has been known to play tricks, but nothing that would actually cause harm. Not unless you really annoy her somehow, and that's—" He stopped, looking at her, and his eyes cut to Rose briefly, then up to the ceiling. "Hmm."

"What?" Rose asked, looking concerned. "Is there something wrong with her?"

"Mmm…possibly not," he said, looking back down at Martha. "She just tends to get a bit…overprotective at times."

"But it's just a machine," Martha protested as his eyes bored into hers, making her feel decidedly uncomfortable about the conversation they'd had before she went to sleep regarding Rose.

"Bit more than that," Rose said distractedly. "But why would she be feeling protective at all? What happened?"

"Misunderstanding," the Doctor said quickly, seeming intent to do as he said and pretend the conversation never happened. His eyes returned to Martha's arm, turning it this way and that to make sure the bruise was gone completely before dropping it and returning to the console, his mood once again chipper. "Anyway, no harm done, well, none that couldn't be fixed anyway. So, trip forward. Oh, how about a different planet?"

"Can we go to yours?" Martha asked excitedly.

"Ahh, there's plenty of other places!" the Doctor said, turning away.

"Come on, though!" Martha said, hopping off the jump seat and following him around the console. "I mean, Planet of the Time Lords, that's got to be worth a look! What's it like?"

"Well...it's beautiful, yeah," the Doctor said slowly, still not looking up, but Martha didn't notice. She was too lost in imagining what the distant planet must look like.

"Is it like, you know, outer space cities, all spires and stuff?" she asked.

"Suppose it is," the Doctor said. Martha saw Rose move to his other side, looking up at him. Martha got the idea Rose might not have seen it yet either, though why it would take him two years to go back was beyond her.

"Great big temples and cathedrals," she continued rapturously.

"Yeah," said the Doctor, his movements still. Probably imagining it himself. It would probably only take a bit more persuasion.

"Lots of planets in the sky?" she asked.

The Doctor was quiet, looking down at his hands. She waited a beat for the manic energy to come back, for him to shoot them off across the universe to his own magical world.

"Leave it, Martha," Rose said quietly, looking over at her, her hand on the Doctor's arm.

"What?" she asked, confused. "Why? It sounds glorious. Can we go there?"

The Doctor looked down at Rose for a moment with a strange expression. They shared a look, then the Doctor swallowed hard and took a deep breath before glancing at Martha.

"Nah," he said, reaching around Rose to flick another switch before dancing away around the console again. "Where's the fun for me? I don't want to go home! Instead…" He tweaked seemingly random settings before the TARDIS lurched again, landing. He quickly stepped away from the console and retrieved his coat and Rose's jacket. "This is much better. Year five billion and fifty-three, planet New Earth! Second hope of mankind! Fifty thousand light years from your old world, and we're slap bang in the middle of New New York. Although, technically it's the fifteenth New York from the original, so it's New New New New New New New New New New New New New New New York. One of the most dazzling cities ever built."

"How long have you been waiting to say that again?" Rose asked as they stepped towards the door.

"Since the first time we were here," he said with a grin as he opened the door and stepped out, leading the two girls—into the pouring rain.

"Oh, that's nice!" Martha said, scowling and zipping up her jacket hurriedly. "Time Lord version of dazzling."

"Nah, bit of rain never hurt anyone," the Doctor said distractedly as he pulled the arrow from the door, looking at it for a moment before tossing it aside. "Come on, let's get under cover!"

He grabbed Rose's hand and took off down the street, Martha trailing behind. They ran past dumpsters and piles of rubbish, underneath old laundry lines filled with forgotten garments. The whole place seemed deserted.

"Well, it looks like the same old Earth to me," Martha said disdainfully as they ducked under an awning. "On a Wednesday afternoon."

"Yeah, what happened to apple grass and flying cars and everything?" Rose asked, looking around. "It was beautiful. This is...a bit bleak."

"Hold on, hold on," he said, glancing around and spotting a screen on the wall. "Let's have a look."

He walked over to it, pulling out his sonic screwdriver and trying to coax it back to life. It finally turned on, but revealed nothing but static. The Doctor banged on it once, and the screen flickered, revealing the face of a woman.

"– and the driving should be clear and easy, with fifteen extra lanes open for the New New Jersey expressway," the woman was saying, and the screen shifted to reveal another view of the city, with tall, elegant buildings built along the coast of a sparkling river, with cars zooming overhead.

"Oh, there it is," Rose said with a smile. "It was just there," she said, pointing to a hill across the river from the city, "that we landed before, and we laid out in the apple grass and watched the cars go by while the new new Doctor lectured about the city."

"Mmm...that was an... exciting day," the Doctor said, his lips twitching. "Especially the end," he added with a wink at Rose before he looked around again. "This must be the lower levels. Down in the base of the tower, some sort of under-city."

"You've brought me to the slums?" Martha asked.

"Much more interesting!" the Doctor cried happily. "It's all cocktails and glitter up there. This is the real city."

"You'd enjoy anything," she replied with a smile.

"That's me," he said with a grin, holding out a hand as the rain faded. "Oh, the rain's stopping! Better and better!"

"So why're we coming back here?" Martha asked.

"Oh...we didn't get much chance to explore last time," the Doctor said evasively.

"Bit of a problem with the hospital and a bitchy trampoline," Rose added darkly, and the Doctor smirked.

"You realize you two never actually make any sense, right?" Martha asked, staring at them.

"Not the first time I've heard that," the Doctor said with a tilt of his head. "C'mon."

He took Rose's hand and guided Martha out from under cover with a hand on her back. They'd only made it a couple of steps though, when the top of one of the large green boxes lining the street flipped up to reveal the inside of a vendor's cart.

"Oh! You should have said," the man in the cart said. "How long you been there? Happy! You want Happy!"

"Customers!" shouted another voice, and they spun to see another stall open. "Customers! We've got customers!"

"We're in business!" called another as yet another stall opened for business. "Mother, open up the Mellow, and the Read!"

The three continued to shout their wares, as the three travellers grew more wary.

"No, thanks," the Doctor said, turning in a slow circle.

"Are they selling drugs?" Martha asked.

"I think they're selling moods," he said quietly, frowning.

"Same thing, isn't it?" she asked.

The vendors started crying out again as a pale young woman dressed in dark clothes entered the alley. She made her way purposefully to one of the stalls as they watched.

"And what can I get you, my love?" the vendor asked.

"I want to buy Forget," the young woman said in a hollow voice.

"I've got Forget, my darling," the vendor assured her. "What strength? How much you want forgetting?"

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

"Oh, that's a swain," the vendor said, reaching behind her into the stall to pull out a small circular patch. "Try this. Forget Forty-three. That's twopence."

The young woman paid the vendor and turned away with the patch in hand, but Rose stepped up quickly before she could do anything with it.

"Hold on," she said softly. "What happened to your parents?"

"They drove off," the woman said.

"Alright," Rose said. "But...they might drive back, yeah?"

"Everyone goes to the motorway in the end," the woman said, a haunted look in her eyes. "I've lost them."

"But they can't have gone far," Rose said, trying to reason with her. "You could find them. My friends and I, we could help you."

The young woman looked at her for a moment, her face hopeless. The she looked down with a sigh and pressed the patch to her neck.

"No, no!" the Doctor said, stepping forward. "Don't—"

The woman looked up again with a serene, if slightly hazy expression on her face.

"I'm sorry, what were you saying?" she asked.

"Your parents," the Doctor said. "Your mother and father. They're on the motorway."

"Are they?" she asked. "That's nice."

Martha gaped at her, then looked at the Doctor. He looked upset, but not at all surprised. Rose simply looked sad.

"I'm sorry," the woman said. "I won't keep you."

She staggered off down the alley, and the Doctor followed for a few steps, then simply watched with a frown.

"So that's the human race five billion years in the future," Martha said. "Off their heads on chemicals."

They spun around when the heard Rose scream behind them. A man had one arm thrown around her neck and another around her waist and arms as he carried her off with some difficulty while she fought and kicked. A woman was standing in front of them pointing a gun in the direction of the Doctor and Martha.

They shouted apologies and explanations, but were drowned out by the screams of the furious Doctor.

"No, let her go!" he shouted as he advanced on them. "I'm warning you, let her go! Whatever you want, I can help, but you have to let her go!"

They managed to drag Rose away behind a heavy green door, slamming it behind them. The Doctor ran up to it, Martha close behind as he wrestled with it, growling in frustration. He pulled out his sonic and pointed it at the door, succeeding in unlocking it, and they tore down a disused corridor. They made it to a fire escape just as a flying car, presumably with Rose inside, took off from another alley.

"ROSE!" the Doctor screamed. He cursed and spun around, running back down the corridor, barely noticing Martha at all. He pulled out his phone and punched a few keys before putting it up to his ear. Another few seconds and he was snapping it closed again with another curse.

"No answer," he muttered. "Can't or won't."

"Who were they?" Martha asked. "Where were they going?"

"Let's find out," the Doctor said, banging on one of the stall doors as they made it back to the alley.

"Thought you'd come back!" the vendor said as she opened the stall again. "Do you want some happy Happy?"

"Those people," the Doctor said, ignoring her sales pitch. "Who were they? Where did they take her?"

"They've taken her to the motorway," said another vendor.

"Looked like carjackers to me," said the vendor in front of them.

"I'd give up now, darling," the third vendor advised. "You won't see her again."

"Used to be thriving in this place," the second vendor said. "You couldn't move. But they all go to the motorway in the end."

The Doctor had spun around as each of them spoke, and now stood between them, his gaze flitting to each in turn.

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

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

"This motorway – how do I get there?" he asked.

"Straight down the alley, keep going to the end," she replied. "You cannae miss it."

He spun and strode off, slowing marginally and taking Martha's hand as an afterthought to pull her with him.

"Tell you what," the vendor called after them. "How 'bout some happy Happy? Then you'll be smiling, my love!"

The Doctor dropped Martha's hand and turned back, and Martha backed away slightly. The fury that emanated from him was shocking and disorienting, being so used to the brilliant and slightly manic Doctor.

"Word of advice, all of you," he said darkly. "Cash up. Close down. And pack your bags."

"Why's that, then?" the vendor asked.

"Because as soon as I've found her, alive and well," he said, "and I will find her, alive and well – then I'm coming back. And this street is closing. Tonight!"

oOoOo

"Yeah," a voice said, floating back to Rose as she slowly fought he way back to consciousness. "The view from the windows. You can see all the way out to the flatlands."

She looked up blearily, disoriented. What happened? She was in an alley with Martha and the Doctor...talking to a girl...then...oh. Then she got kidnapped. Again. And then they'd knocked her out with...something. She reached up and pulled the patch off her neck and looked at it for a moment before throwing it away.

"The sky," the voice continued dreamily as she looked around. "They say the air smells like apple grass. Can you imagine?"

"The houses are made of wood," said the man. "There are jobs going in the foundries. Everyone says so!"

Rose spotted the gun and grabbed it, then frowned at it.

"This isn't even a real gun, is it?" she asked suddenly as she sat up, and the other two whirled around to look at her. "You kidnapped me with a fake gun."

"I'm sorry," the woman said. "It was our only choice. I wouldn't even know how to fire a real gun."

"I would," Rose said with a snort, tossing it aside. "Fat lot of good that does me now, though. What's going on? Why'd you take me like that? Who are you?"

"Um...well, I'm Cheen, and this is Milo," the woman said. "What's your name?"

"Rose," she said. "The other two questions now."

"Oh, um, right," Cheen stammered. "I swear we're sorry. We're really, really sorry. We just needed access to the fast line, but I promise, as soon as we arrive, we'll drop you off and you can go back and find your friends."

"No," Rose said slowly. "If it was as simple as that you, you would have just asked."

"I swear! Look –" Cheen said, pulling back her hair to reveal the patch on her neck. Rose stepped forward gingerly to look at it. It said "Honesty-36". "Honesty patch."

"You need a patch for that?" Rose said with a snort. "Can't be working too well if you're still resorting to kidnapping. Where are we?"

"We're on the motorway," Cheen said.

Rose stooped and looked out the window. The whole view was obscured by a dense, white fog.

"What's that?" she asked. "That's not just fog."

"That's the exhaust fumes," Cheen said.

"We're going out to Brooklyn," Milo said. "Everyone says the air's so much cleaner, and we couldn't stay in Pharmacy Town, 'cause…" He trailed off and looked at Cheen, reaching over to rub her knee.

"Well, 'cause of me," Cheen said, smiling up at her. "I'm pregnant. We only discovered it last week. Scan says it's going to be a boy."

Milo gave a sort of victory fist pump.

Rose stared at them, slackjawed. "Yeah, that's great, wonderful, molto bene," she said after a moment. "I'm sure that one day you'll have your own happy little gang of human traffickers, family business, couldn't be more thrilled for you. But right now, you have to take me back."

"We can't," Milo said. "We're already passed the entrance to Pharmacy town, and half way to the fast lane. But listen, this'll be as fast as we can. We'll take the motorway to the Brooklyn flyover, and then after that it's gonna take a while, 'cause then there's no fast lane, just ordinary roads, but at least it's direct."

"It's only ten miles," Cheen said reassuringly.

Rose heaved a sigh, looking out the window again. "How long is it gonna take?"

"About six years," Cheen said.

Rose stared at her. "...you're joking."

"Be just in time for him to start school," she said happily with an adoring look at Milo.

"No, no...now...wait," Rose said, putting a hand over her eyes. "Ten miles...in six years? Why? Why's it take so long?"

oOoOo

The Doctor and Martha made their way through the alley until they got to a door marked "Motorway Access." He pulled out his sonic screwdriver again and pointed it at the door.

"Don't worry, Doctor," Martha tried to say soothingly. "We'll find her."

"Oh, I know I will," he said, his voice still darkly determined as the door unlocked and he pushed it open. They stepped out on a platform and were immediately overwhelmed by the fumes that pressed against them from all sides. Layers upon layers of flying cars hovered in front of them. It was less than a minute before they were both coughing furiously.

Suddenly, a side door on the vehicle in front of them opened to reveal a large figure covered in protective gear.

"Hey! You daft little street struts!" the figure shouted. "What are you doing, standing there? Either get out or get in! Come on!"

The Doctor touched Martha's back, pushing her gently across the platform to jump before him, then he followed quickly.

"Did you ever see the like?" the figure asked the dark haired woman in the car as he slammed the door closed again.

"Here you go," the woman said, handing over an oxygen mask. The Doctor, still coughing, gestured to Martha. "Oh, hush, I've got another," but did as he directed, Martha taking it gratefully, before handing him the second one.

"Just standing there, breathing it in!" the figure said as he pulled off his goggles, cap, and scarf, revealing the face of a cat. Martha gaped at him from behind her mask, and felt the Doctor nudge her. She looked up at him, and he gave her a warning look and a head shake.

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

"Oh, you're making it up," the woman said with a laugh.

"A fifty-foot head!" he crowed, heading to the front of the vehicle and dropping back down in the driver's seat. "Just think of it. Imagine picking that nose."

"Stop it," the woman said. "That's disgusting."

"What?" he asked, amused. "Did you never pick your nose?"

The woman smiled, but then suddenly sat up straight, tapping the driver on the arm.

"Bran, we're moving," she said quickly.

"Right," he said. "I'm there. I'm on it."

He pulled a lever on the console, and moved forward slowly with horns blaring from every side. The momentum only lasted a few seconds though, before he was pushing the back into position.

"Twenty yards!" he said, marveling. "We're having a good day."

They turned again to face them just as the Doctor pulled off his oxygen mask, pulling out his phone again to try Rose.

"And who might you be?" the man asked as the Doctor put the phone to his ear. "Very well-dressed for hitchhikers."

"Thanks," Martha said, pulling off her own mask. "Um, I'm Martha, Martha Jones, and this is—" She stopped and stared at him as he growled and snapped the phone shut again angrily.

"What's the point in having one if you won't answer?" he muttered. Then looked up and pasted on a grin, holding out his hand. "Hello, yes, sorry, I'm the Doctor."

"Medical man!" the cat man said happily, shaking his hand. "My name's Thomas Kincade Brannigan, and this is the bane of my life, the lovely Valerie."

"Nice to meet you," Valerie said.

"And that's the rest of the family behind you," Brannigan said, gesturing to the back of the vehicle.

The Doctor turned and pulled a curtain behind them, revealing a basket of kittens.

"Aww, that's nice," he said with a smile. "Hello."

"They're cats," Martha whispered.

"Yes, they are," the Doctor said quietly, still smiling as he reached out for the kittens. "They also may have just saved our lives. Perspective, Martha. How old are they?" he asked in a louder voice, holding a tiny black kitten in his hands as he turned back to its parents.

"Just two months," Valerie said with a smile.

"Poor little souls," Brannigan said. "They've never known the ground beneath their paws. Children of the motorway."

"What, they were born in here?" the Doctor asked, puzzled.

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

"You've been driving for two months?" Martha asked.

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

"I'm sorry?" the Doctor asked, completely stunned.

"Yeah," Brannigan said. "Started out as newlyweds! Feels like yesterday."

"Feels like twelve years to me," Valerie said.

"Ahh, sweetheart, but you're still lovely," Brannigan said, reaching over to tickle her, making her giggle.

"Hold on, though," Martha said. "Twelve years? How far did you come? Where did you start?"

"Battery Park," Brannigan said. "It's five miles back."

"You travelled five miles in twelve years?" the Doctor asked incredulously.

"I think he's a bit slow," Brannigan said.

"Where are you from?" Valerie asked as the Doctor handed the kitten off to Martha, who stroked it for a moment before putting it back in its basket.

"Never mind that," the Doctor said. "I've got to get out. My…friend's in one of these cars. She was taken hostage. I should get back to the TARDIS."

He pulled open the door, but there was nothing but a cloud of smoke. The platform was gone.

"You're too late for that," Brannigan said as the Doctor coughed and closed the door again. "We've passed the lay-by. You're passengers now, Sonny Jim!"

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

"Oh…six months?" Brannigan hazarded.

oOoOo

Rose patted her pockets with increasing desperation. She had to get ahold of the Doctor...he didn't do well when she was taken, he had to be furious. If she didn't call him soon, he might rip the whole place apart, car by car, just to find her.

"What're you doing?" Cheen asked.

"Looking for my...communicator...thingy," she said, looking around to see if it had fallen. "I need to call my friends."

"You mean this thing?" Cheen asked, holding it out...well, most of it. The phone was clearly unusable. Rose groaned as she took it. "Sorry, it fell out of your pocket when we were hoisting you into the car."

"Showing once again what a brilliant move that was," Rose said scathingly, then sighed. He'd find her. He always did. As angry as she was at the situation, it wouldn't help to be a complete bitch either. She moved to the front again and looked out the window. "How many cars are out there?"

"I don't think anyone knows," Cheen said. She reached behind her for something, and held it out to Rose. "Here you go. Hungry?"

Rose eyed the package of wafer distrustfully. She'd been travelling for too long to take anything at face value. "What is it?"

"Um...recycled waste," Cheen said.

"I think I'm good, yeah," Rose said. "But I don't understand, why're you all stuck in here? Last time I was here, cars were flying up in the air, all over the place."

They both gave her a strange look.

"Don't be daft," Cheen said with a worried smile. "No one's been able to go anywhere without the motorway in decades. How long ago were you here?"

"Um…not completely sure," Rose said slowly. "It's…complicated. Alright, so where's this fast lane, then?"

"Oh, it's right at the bottom," Milo said. "Underneath the traffic jam. But not many people can afford three passengers, so it's empty down there. Rumor has it you can reach up to thirty miles per hour."

"That fast, eh?" Rose asked, her eyebrows raised, and they smiled. She ran a hand through her hair and looked around the capsule again. "But how're you supposed to live in this thing for the next six years? It's tiny. Add in a baby..."

"Oh, we stocked up," Cheen said. "Got self-replicating fuel, muscle stimulants for exercise, and there's a chemical toilet at the back for recycling, like I said."

"Oh, another gap," Milo said happily. "This is brilliant!"

"Car sign in," and electronic voice said.

Milo picked up a transmitter and held it to his mouth. "Car Four Six Five Diamond Six, on descent to fast lane, thank you very much."

"Please drive safely," the electronic voice replied.

C'mon, Doctor, Rose thought.