"Hey Minerva!" Martha greeted me as I walked into the console room, "Got the smell out of your hair?"

I quietly nodded, pushing a piece of my hair behind my ear, "Yeah, even tried going for a nap. Sorry about that."

"Don't worry, you probably needed to rest after a day with Shakespeare and from the hospital," she smiled, walking over to me as I sat on the chairs, "Wow, I just figured out you haven't slept in a long time, huh?"

"It doesn't matter," I waved her off.

"So, listen," she fiddled with her fingers, "The Doctor just offered me a trip into the future. Is that alright with you?"

"Why wouldn't it be?" I asked, a small yawn slipping from my lips.

She bit her lip, sheepishly chuckling, "Um...well, I just figured you'd want it to be just you and the Doctor."

"Believe me, that is not what I want," I shook my head, keeping a serious face that she immediately picked up on.

"Why do you say it like that?"

I looked at her, studying her for a second before I asked a silly question, "Can I trust you?"

She blinked, "Well...yeah, of course! I know we just got to know each other, but anything you want to say will forever stay within these lips if you want it to," she pretended to zip-lock her lips.

I smiled, "Thanks Martha."

"Of course, now spill!"

I chuckled lightly before sighing, "Well...see...we had this companion a while back, Rose."

She nodded, "Mhm, know the basics of her from the little you told me before the whole hospital fiasco."

"Okay, well...the reason I don't want you to leave is because without you, I fear the Doctor would go back to comparing me to Rose."

She blinked again, leaning against the console and thinking for a second, "Comparing you to Rose?"

"He doesn't do it on purpose. I guess it's just that big mouth he has," I looked down, sighing quietly, "He makes these little remarks that seem harmless but are actually hurtful to me. It's these little things that make it seem like Rose was the only one that did good, you know? Like she was the star companion and sure, it may seem like I'm jealous but I swear I'm not. It just hurts. Sometimes I feel like I'll always be second best to him in comparison to Rose and that no matter what I do, no matter how much input I put to all this," I looked around the TARDIS, "I'll never be able to be as great as Rose was."

She placed a hand on my shoulder, smiling softly, "You shouldn't try to be as great as Rose, you should strive to be the best you can be. Forget the woman! I don't know her but I know for a fact you're not second best to her. I have reason to believe you're incredibly clever," I chuckled lightly, "And that the Doctor does not see you as a 'second best'."

"Martha, yesterday, last night when you went to brush your teeth, we started talking and...he said Rose would say the exact thing he needed to hear. She always knew what he needed to hear..." I shrugged, "I guess I'd never be able to do that, no matter how 'clever'," I made air quotation marks with my fingers which she pushed down, "I am. I wonder what I must look to him. Am I just some ghost of the past?"

"Don't say that," she shook her head, "You are not!"

"I don't want to be second best, Martha," I said, ignoring her last remark, "I really don't. After everything, it just wouldn't be fair."

"Hey, you are not second best to anyone, Minerva. Don't you ever let anyone make you feel like that. Why do you think so little of yourself?"

"It's those remarks..."

"Which I'm sure they're not meant to hurt you," she sighed, "But if I do hear one that strikes me just the least insulting, I'll smack him."

I chuckled, "Thanks Martha. Glad to hear you don't hate me."

"How can I hate someone so sweet and clever?"

"Are you talking about me?" the Doctor strolled in.

"Ever so modest," I said as he joined us.

"I was talking about Minerva," Martha said, swinging an arms round my shoulders, "She's sweet, she's clever, and she's not a show off about it unlike an alien I know."

'Me?" he placed a hand on his chest, faking his hurt.

"Get out of here," I rolled my eyes.

"Well, if it's any help, I think you're sweet and clever too."

"...thanks," I smiled sheepishly.

"So, I told Martha we could go somewhere in the future," he moved onto the console, "How's that sound?"

"Great!" Martha exclaimed before chuckling, "You probably meant Minerva, huh?"

"That was the idea, Martha," he nodded, leading her to laugh again.

"I think it sounds great," I said, much calmer than my friend beside me. If he had proposed for Martha to accompany us for another trip, it could mean that he'd consider keeping her around for some time.

"You'll love it," he said, although we didn't know if he was speaking to both of us, or just one.

We didn't have much time to think on it when the TARDIS shook us as usual. Once arrived, the Doctor went over for his coat on the rails and began his usual introduction rambles, "Year five billion and fifty three, planet New Earth!" he announced, making my eyes shoot at him with suspicion, "Second hope of mankind! Fifty thousand light years from your old world and we're 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 York. One of the most dazzling cities ever built," he threw Martha's jacket to her, "Now I'll really get to show you the citadel, Minerva!"

Can you spell rebound?

I only smiled and followed after him with Martha besides. Unfortunately, we stepped out into the pouring rain.

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

"Nah, a bit of rain never hurt anyone. Come on, let's get under cover!" the Doctor pulled us into a street.

"Looks like the same old Earth to me," Martha remarked as we walked into a solitary, dirty street, "On a Wednesday afternoon."

"Hold on, hold on. Let's have a look," the Doctor walked to a screen on a wall and used the sonic on it. He started hitting it when the static emerged. A woman doing a newscast appeared on screen. The image then showed us the city above the ground...and it was beautiful.

The Doctor smiled and looked back, "That's more like it! That's the New we had last time. This must be the lower levels. Down in the base of the tower, some sort of under-city."

"You've brought us to the slums?" Martha didn't sound too excited.

"Much more interesting! It's all cocktails and glitter up there. This is the real city," he walked back to us.

"You'd love anything," I smiled, shaking my head.

"That's me! Oh, the rain's stopping! Better and better!"

We started moving again, the Doctor rambling on as usual.

Martha suddenly stopped and turned to us, directing herself to the Doctor, "Hold on, when you say "last time", was that you and Rose?"

"Um – yeah. Yeah, it was, yeah," he nodded, gesturing to me, "And Minerva."

"Except I was possessed for a good chunk of it," I added, reminding him of that tiny detail.

"You're taking us to the same planets that you took her?" Martha asked, frowning.

"What's wrong with that?"

I just sighed when she glanced at me. Now she got it.

"Ever heard of the word 'rebound'?" she raised an eyebrow, "Second best?"

"Martha," I cut her off, giving her a stern look.

I knew she wanted to say what I had told her, but she bit her tongue and turned on her heels, walking ahead of us. I knew that, as bad of an idea this was, the Doctor had truly just wanted to show us the city. And for that, I couldn't be angry. This was just my problem, and I couldn't take it out on him.

"What's with her?" the Doctor asked, watching her go.

"It's not important," I said, almost mumbling as I moved ahead of him as well.

"Oi, what's with you?"

"I'm fine..."

He grabbed my arm and pulled me back, "You usually have some remarks to say but you haven't said anything! And that's a problem because you love to talk."

I smiled faintly, "You know, your words can really make me feel good," I shook my head.

"Is it because of Liv?"

"What?" I nearly demanded.

"Liv. I heard you mumbling that in your sleep. Who is that?"

"You were watching me sleep?" I raised an eyebrow.

"No!" he exclaimed, alarmed I'd take it in a bad way, "I was just gonna see if you were ready to go but then I saw you were asleep so I walked out. Though it sounded like you were having a nightmare," he paused as another yawn escaped my lips, "And now I see you didn't actually get sleep..."

" It doesn't..." I couldn't even finish the damn words.

"That was a rhyme the Carrionites used against you," he reminded, now dead serious, "And now you can't even finish your most famous words. What's wrong?"

"It's my fault, Doctor," I whispered, to the brink of tears.

But before he could say something, people were suddenly flipping over tops and revealing vendor carts, many yelling as if to sell.

"Oh! How long you been there!? Happy! You want Happy!" one yelled.

"Customers! Customers! We've got customers!" another vendor yelled.

"Happy, Happy, lovely happy Happy!"

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

"Anger! Buy some anger!"

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

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

"Are they selling drugs?" Martha asked, hurrying to rejoin us.

"I think they're selling moods," the Doctor looked around.

"Same thing, isn't it?"

A few customers were walking around, making the vendors go even crazier with their products. A pale woman walked past us and looked around the stalls, each vendor calling out to her. Finally, she decided for a woman beside us.

"Come over here, yeah. And what can I get you, my love?" the vendor asked.

"I want to buy Forget," the woman said, quietly.

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

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

"Oh, that's so sweet," the vendor reached behind her into the stall and pulled out what looked like a small patch, "Try this. Forget Forty-three. That's two pence."

The woman handed her the money then turned around.

"Sorry, but...hold on a minute. What happened to your parents?" the Doctor walked towards her.

"They drove off," she replied, her voice barely a whisper.

"They might drive back?"

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

"But they can't have gone far. You could find them."

But the woman just stared at him with zero hope. She sighed, shaking her head.

"Wait," I stepped up, my eyes fixated other patch or token or whatever it was, "Does that actually work? 'Forget'?

"Minerva!" the Doctor scolded, open mouthed with shock, "You can't be-"

"Does it work?" I ignored him, keeping my eyes locked on the patch, suddenly feeling like the answer to all my pain and guilt could be on the tips of my fingers, "Does it actually make you forget?"

"Guaranteed!" the vendor woman assured, "Would you like one?"

I turned for the stall, slowly walking up to it.

"Minerva, you're not serious!" Martha yelled, "These are DRUGS!"

"Get back here!" the Doctor ordered.

"Would you like forget?" the vendor woman asked, softly, me nodding in response, "What are you trying to forget?"

"My guilt," I whispered, "Is it strong? Really, really strong?"

"It'll make you forget, dearie," she assured, already holding another of those patches out for me.

"You are out of your delusional mind!" the Doctor yanked me back with so much force that I nearly fell back if he hadn't been behind.

"Woah, hey! Let go!" Martha shouted, making us turn and see her being hauled away by a man, a woman beside them threatening the Doctor and I with a gun.

"I'm sorry, I'm really, really, sorry. We just need three, that's all," the man exclaimed, "We're really sorry!"

"Let her go!" the Doctor screamed, moving in front of me, "I'm warning you, let her go!" but they kept hauling her away, "Whatever you want, I can help you. Both of us, we can help. But first you've got to let her go!"

"I'm sorry. I'm really sorry," the woman lowered her gun and ran away...along with our friend.

The Doctor ran towards the door they had locked after them. "Stay here!" he ordered when he finally got the door opened.

"But I-"

"I said, stay! And don't you dare do anything stupid with those drugs!" he yelled then ran after them.

I looked around to the stalls, the vendors just staring after the havoc, "But where were they going with her?"

"Probably the motorway," the vendor woman replied.

"But what's the Motorway?" I turned to her.

"Oh honey, everyone knows about the Motorway. But that's not important right now, how's about that Forget? Still want it?" she pulled out another patch and held it out, "It's cheap, I promise."

"I...I don't know anymore," I admitted, taking a step forwards, "I wanna forget, I really do."

"And this will help you," she waved the patch, "And it's cheap, c'mon."

I started walking for the stall again, reaching for the patch.

"You better put that thing away," the Doctor snapped as he returned, freezing me I'm place, "My friend doesn't need your drugs," he gripped my arm, I didn't even have the nerve to demand my freedom, "Those people – who were they? Where did they take her?"

"They've taken her to the motorway," the second vendor answered.

"Looked like carjackers to me," the third added.

"I'd give up now, darlings. You won't see her again," the second shrugged as if it were a casual thing.

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

"But they kept saying three," I spoke up, aware the Doctor's grip had only tightened at that, "They needed three, what does that mean, three?"

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

"This motorway – how do we get there?" the Doctor asked.

"Straight down the alley, keep going to the end. You can't miss it."

He turned, me forcefully, and started leading us to the directed place.

"Hold on there!" the vendor woman called after us, "Are you sure you don't want Forget?" she asked me.

The Doctor gritted his teeth, his hand dropping to mind and reinforcing the grip, "NO. She doesn't. Word of advice, all of you," he pointed with his free hand, "Cash up. Close down. And pack your bags."

"Why's that, then?" one of them asked.

"Because as soon as we find our friend, and we will find her alive and well, then we're coming back. And this street is closing. TONIGHT!"

~0~

"Are you ever gonna let go?" I demanded, trying to pull my hand out of the Doctor's for the millionth time.

"Oh I don't know," he swayed his head, the sarcasm building up, "If I do you may just run back to get one of those stupid moods."

"I won't!"

"Don't believe it."

"Doctor!" I shouted in frustration, smacking his hand with my free one.

He let go and I backed away from him, "You know, you're always the calm one, the one that doesn't let emotions get in the way. Didn't you tell me that, once? Hmm? My emotions would get us killed because all my mind was thinking of was Rose? Didn't you tell me that? You know, I didn't get it at first but now I do; I commit stupid things and ends up blowing in my face and worst of all, in yours. But now, Minerva, now it's you that can't think of anything besides this 'Liv'-"

"You leave that alone!" I demanded but he shut me down with a louder tone.

"I will not allow you to hurt yourself, do you understand me you!?"

"I just want for-"

"You've disappointed me today.. You drone on and on about the bad of humans and yet here you are, doing everything you're against. How could you even think about buying those stupid moods? God, Minerva, what's wrong with you!?"

"Everything!" I shouted back, careful not to bust out in sobs; that would seem like a ploy to get his anger to die down, "All those people that I drone on about and all the bad they've done, well I guess it's a bit hard when you're responsible for killing someone." He blinked, completely silent. I sighed, "I killed someone and the guilt is killing me, okay? Compare it to the way you make yourself responsible for the safety of your companions. Think about the way you felt about Rose and I, even Martha now; you feel responsible for us."

"This has nothing to do with Rose nor Martha," he said.

I scoffed, "Yeah right, things always have to do with Rose..."

"What's that supposed to mean?"

I didn't intend for the conversation to head this way, but whenever we're in an argument, it always does, "You brought Martha and I to the same place you took Rose."

"Excuse me but I do believe you were here too. In fact, if I do recall, the whole point in bringing you to this place, was to thank you, Minerva."

"Oh, okay, so at no point at all did you have the motive to impress her? You didn't want to show off and make her see how good 'this,'" I gestured to himself, "New incarnation of yours was just as good as your last?"

"You are bringing things up that don't even matter. You're just hurting yourself!"

"Of course it hurts, everything hurts. It gnaws at my head. But don't deny that's not true because you know at one point it was."

"Minerva, I don't want to see you hurt," he stepped forwards and instinctively I took one back, making him sigh, "I'm sorry if you feel like a replacement...still...but you're not. I told you that and the only reason you're bringing this up is because you're trying to avoid whatever is troubling you; the reason behind your guilt."

"Help me," I whispered, feeling like a child the way I pleaded.

"I will," he nodded as he walked over, cautiously wrapping his arms around me for a hug, "Don't you worry."

"I'm sorry," I sniffled, feeling horrible at bringing up Rose and my insecurities about her again.

"How do I make this better? How do I help you?"

"You can start by rescuing Martha," I shrugged.

"Okay, clearly, I was gonna do that, but I was talking about you."

"If something happens to Martha that'll be the second person on my head," I pulled away and looked up at him, "Save her and then we'll deal with me."

"But you? C'mon!"

I faintly smiled, walking around him and wiping my face, slowly returning to my 'normal' state, "You're impossible."

How could he insist on me when Martha was kidnapped?

"And I'm talking to the impossible girl!" he trailed after me, "Perfect match."

I rolled my eyes, "I need help yes, but Martha needs our help right now and that's what matters."

"That's the Minerva I like to see," he beamed, "The one that puts people before her. The one that doesn't let her emotions consume her. The one that smiles..." he pointed at my face, alerting me that indeed I was smiling.

"I don't know how you manage to keep doing that, Martian," I shook my head.

"I guess I just have the charms," he grinned innocently, taking my hand again and beginning to walk us into the direction that I assumed was the Motorway.

I shook my head and glanced at him, smiling softly, "You do," and then I shook my head again as I realized what I just said, "I mean...thank you, Doctor. I don't think anyone's managed to calm me in so little time, not even Mickey or Jackie."

"I meant what I said, Minerva, I'm not gonna let anyone or anything hurt you...including me," he said, very serious, "And so, let me offer you a new trip, one after this one. It'll be fantastic and completely new. Somewhere not even Rose was taken to."

"Really?"

"Yes, I swear."

"With Martha?"

"...her too?"

"Of course! Why? Where you planning to bring her back already?"

"Well, I didn't really see her like a real companion..."

"But she's wonderful. Can't we keep her?"

"First of all, she's not a dog," he pointed, making me see how that could've been taken in another way, "And second of all, truthfully, I only see us," he gestured to one another, "Traveling together. Alone."

"Alone?" I repeated, feeling for the first time a sense of...bashfulness?

He nodded, "Yeah. You and I already know the rules and tricks of the traveling life. Besides, between you and Martha, I have more trust in you and I feel better with you. No offense to Martha or anything, she seems lovely but she's not you."

"Well...why don't we give her a chance?" Take her on a few trips and see what she's made of. Please?"

"Only because I think she'd be some help for you too, but just one more trip," he warned.

I could work with that. I could potentially turn 'one more' into 'several more' and finally to 'permanent companion'. I could. I would.

"Let's go save us a Jones!" I exclaimed, even managing a small chuckle.

~0~

We found a door leading into the motorway and the Doctor started working on it with the sonic. When he got it opened, we quickly entered onto a platform. We didn't even get a word out when we started coughing; there was way too much smoke in the air by all the hovering cars in front of us.

One of the cars in front of us opened up a door and out peered a man, "Hey! You daft little street struts! What are you doing, standing there? Either get out or get in! Come on!"

Without hesitating, we hurried on into the car.

"Did you ever see the like?" the man asked the woman in the head of the car as we entered and shut the door.

She handed us an oxygen mask, "Here you go."

The Doctor reached for it and handed it over to me, "Human," he reminded with a hint of a smirk.

"Like you're not struggling?" I asked in between my coughs, even sneezing once.

He rolled his eyes and forced the mask on me, "Respiratory Bypass system."

"Can you please tell me why you were just standing out there and breathing in all that smoke?" the man questioned as he removed his head gear, allowing us to see he was a cat! Just like the ones from the hospital! "You know there's this story that says back in the old days, 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!"

I sneezed again, not that it mattered seeing as I was wearing this stupid mask.

"Oh, you're making it up," the woman sitting beside him waved him off.

"A fifty-foot head! Just think of it. Imagine picking that nose."

"Now stop it, that's disgusting."

"What? Did you never pick your nose?"

"Bran, we're moving!"

He quickly sat up and pulled a lever on the controls, "Twenty yards! We're having a good day!"

I sneezed again, and with irritation, pulled off my mask.

"Are you alright, dearie?" the woman looked back from her seat.

"Y-yeah, just fine," I rubbed my eyes.

"Who might you two be? You look a little well-dressed to be hitchhikers," the man also turned back.

"I'm the Doctor," the Martian went first.

"Minerva," I said, my voice becoming slightly raspy.

"My name's Thomas Kincade Brannigan and this is the bane of my life, the lovely Valerie."

"Nice to meet you," Valerie waved.

"And that's the rest of the family behind you," Brannigan pointed past us.

We looked back and the Doctor pulled a curtain to reveal a basket of kittens. Oh they were so adorable...but uh-oh.

Sneeze!

"Aw, that's nice. Hello," the Doctor cooed, reaching for one of them.

Me, on the other hand, sneezed again. Those were cats I was allergic to, apparently.

"How old are they?" the Doctor asked, stroking the kitten in his hands.

"Just two months," Valerie smiled.

"Look Minerva, aren't they adorable?" he held it closer to me.

"Yeah...completely," I looked away and sneezed.

"Poor little souls. They've never known the ground beneath their paws. They're children of the motorway," Brannigan explained.

"They were born in here?" I asked through my sneezing fit.

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

"You've been driving two months?" the Doctor asked.

"Do I look like a teenager? We've been driving for twelve years now!" Brannigan exclaimed, chuckling, "We started out as newlyweds. Feels like yesterday."

"Feels like twelve years to me," Valerie muttered then laughed.

I sneezed, "You've been driving for twelve months?"

"Minerva, are you okay?" the Doctor asked.

"Sure, just fi-" I sneezed loudly, then took a deep breath, "Fine."

"No you're not, you're eyes are all red," he remarked, frowning, "And, what's that..." his finger touched my cheek.

"No, don't touch me!" I exclaimed right before sneezing again. My hand flew to my cheek where I felt a few bumps, "Oh, great..."

"Minerva, we've already got one problem, don't leave me in the blue with another one."

"I'm..." I sneezed again, "I'm allergic to cats."

"Oh..." he said, absently, until he got it, "Oh!" he quickly returned the kitten to the basket, "Why didn't you tell me before?"

"I tried," I mumbled, remembering the whole Olympic's trip, "But you went off to Rose..."

"Oh," he looked down, the guilty probably growing again, "But I did come back..."

"Yeah," I sneezed, "You did."

"Where are you from?" Valerie asked, "Where you can be allergic to people?"

I smiled, softly,"Sorry...it's not something I can control," I sneezed again. I reached to my cheek and scratched over the bumps.

"Stop it!" the Doctor pushed my arm down.

"Focus on Martha," I patted his arm, "I'll be fi-" Sneeze again, "Fine!"

"Right, well, we should head back to the TARDIS," he turned around for the door, "Let's go," he opened up and let in a big gulf of smoke. Quickly, he snapped it shut.

"A little late for that, I'm afraid," Brannigan said, 'We'e passed the lay-by. You're passengers now!"

"When's the next lay-by?" I asked, sneezing again.

"Oh...six months?" Brannigan looked to Valerie for help.

"N-n-n-n-no," the Doctor moved towards them, "We don't have that kind of time," he whipped out his sonic on the screen over the controls. He grabbed the transmitter, "I need to talk to the police."

"Thank you for your call. You have been placed on hold," the machine said.

And we did wait...but it seemed like nothing or no one would answer.

"Is there anyone else?" I moved forwards, sniffling because of a stuffy nose.

"Yeah, we once met the Duke of Manhattan; is there any way of getting through to him?" the Doctor asked.

"Oh, now, ain't you lordly?" Brannigan joked.

"We've really got to find our friend," I said, not at all in the mood to joke when Martha was off who knows where.

"You can't make outside calls. The motorway's completely enclosed," Valerie said.

"What about the other cars?" the Doctor asked.

"We've got contact with them, yeah. Well, some of them, anyways. They've got to be on your friends' list. Now, let's see who's nearby," Brannigan looked over the controls, "The Cassini sisters!" he grabbed the transmitter again, "Still your hearts, my handsome girls. It's Brannigan here."

"Get off the line, Brannigan. You're a pest and a menace," a woman answered.

"Oh, come on, now, sisters. Is that any way to talk to an old friend?" Brannigan asked.

"You know full well we're not sisters. We're married."

"Oh, stop that modern talk! I'm an old fashioned cat. Now, we've got some hitchhikers here that need certain information-"

The Doctor grabbed the transmitter, "Hello, sorry, we're looking for someone called Martha Jones. She's been carjacked. She's inside one of these vehicles, but we don't know which one."

"Wait a minute..." a different woman replied, "Could I ask, what entrance did they use?"

"Where are we?" the Doctor asked Brannigan.

"Pharmacy Town."

"Pharmacy Town, about twenty minutes ago," the Doctor talked into the transmitter.

"Well, in the last half hour, fifty three new cars joined from the Pharmacy Town junction."

"Anything more specific?"

"Was she car jacked by two people?"

"Yes!"

"There we are. Just one of those cars was destined for the last lane. That means they had three on board and car number is 4-6-5 diamond 6."

"Great!" I exclaimed, sneezing right after; not so great.

"How do we find them?" the Doctor quickly asked.

"I'm afraid we can't help there."

"We can call them from here," I offered.

"Not if they're designated fast lane. It's a different class," Brannigan replied.

"You could try the police," the woman from the other side suggested.

"We got put on hold," the Doctor sighed.

"You'll have to keep trying. There's no one else."

"Thank you," the Doctor handed back the transmitter to Brannigan.

I coughed for a few minutes and looked up, "We have to go to the fast lane."

"Not in a million years," Brannigan shook his head.

"But you've got more than 3 passengers!" the Doctor exclaimed.

"I'm still not going."

"She's alone and she's lost! She doesn't belong on this planet, and it's all my fault. I'm asking you, Brannigan, take me down."

"That's a no. And it's final," Valerie crossed her arms, "I'm not risking the children down there."

"What's the risk?" I asked, confused, 'It just goes fast, hence 'the fast lane'."

"We're not discussing it!"

"So we keep on driving?" the Doctor raised an eye brow.

"Yes," Brannigan nodded.

"For how long?"

"Till the journey's end."

The Doctor grabbed the transmitter again, "Mrs. Cassini, this is the Doctor. Tell me, how long have you been driving on the motorway?"

"Oh, we're amongst the first. Twenty three years now."

"And in all that time, have you ever seen a police car?"

"I'm not sure..." the woman became quiet for a moment.

"Look at your notes. Any police?"

"Not as such."

"Or an ambulance? Rescue service? Anything official? Ever?"

"I can't keep a note of everything!"

"What if there's no one out there?"

Brannigan snatched the transmitter from the Doctor, "Stop it! The Cassinis were doing you a favor."

"But someone's got to ask," he said, looking between the pair, "Because you might not talk about it, but it's there. In your eyes."

I began coughing again, this time, making me feel very dizzy. I leaned against the wall, watching the three argue it out. Why couldn't they just see the obvious that there was no actual police out in the motorway?

"There's a whole city above us," Brannigan was saying, 'The mighty city state of New New York. They wouldn't just leave us."

"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, never stopping? Forever?"

"Shut up! Just shut up!" Valerie cried.

Suddenly, the screen up front flashed on. It was the same news reporter we had seen earlier. I shut my eyes, not knowing how much more I could take. There was a song that played, and both Brannigan and Valerie sang to it. It was nice, really...just not at the right time.

"If you won't take us, we'll go down on our own," the Doctor said, after the song had finished.

"How are you gonna do that?" Valerie asked.

He walked to the center of the car and crouched down to the floor. He began using the sonic on the floor as he searched.

"What do you think you're doing?" Brannigan asked.

"Finding my own way. I usually do," he replied, without looking up.

Capsule Open

"Think you can make it?" the Doctor asked me.

"I have to get out of here," I nodded, moving beside him.

"Yeah, you do," he mumbled, removing his coat and throwing it to Valerie, "You look after that. I love that coat. Janis Joplin gave me that coat."

"But you can't jump!" Valerie exclaimed.

"If it's any consolation, Valerie, right now, I'm having kittens."

"This Martha sure must mean an awful lot to you," Brannigan remarked.

"Hardly know her," the Doctor replied a bit quick on that one, "I was too busy showing off. And I lied to her. Couldn't help it, just lied."

I glanced at him, confused of his confession. What could he have lied about?

I sneezed again, almost tripping down, "Okay, c'mon, red eyes," the Doctor moved us closer.

"They're red now?" I frowned, rubbing one of them until he pushed my hand down.

"Anyways, bye then!" he exclaimed to the pair and we he hopped down onto a new car, both immediately coughing at the fumes around us.

He used the sonic on the door of the new car and so we jumped down again.

"Who the hell are you?" demanded the driver, a man dress in all white and looking extremely pale.

I took in a very deep breath, "Oh thank god..."

"Sorry, we're Motorway Foot Patrol," the Doctor answered, "Doing a survey. How are you enjoying your motorway?"

"Well, not very much. Junction Dive's been closed for three years."

"Thank you. Your comments have been noted. Have a nice day!"

And we leaped down. This time, there were two girls that were looking at us, very scared.

"Sorry!" I grinned, looking around, "Nice car."

"Don't mind if we borrow these, do you?" the Doctor grabbed some handkerchiefs. He threw me one and I quickly wrapped it around myself. I sneezed again, but less strength, "Feeling a bit better?"

I nodded, "It's not gonna go away until I treat it. But I'll be fine."

And we leaped once more. And we began going quicker, not even giving a word to the drivers. Eventually, we reached what we hoped was the last layer.

"'Scuse me, is that legal?" a man, the driver, turned back.

"Motorway Patrol!" I exclaimed, getting over my fit of cough.

"Have you got any water?" the Doctor asked, coughing as well.

"Certainly. Never let it be said I've lost my manners," the man filled us water in cups and handed them over.

"Thanks," I said before drowning it all down.

"Is this the last layer?" The Doctor asked.

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

"Can we go down?" I asked.

"Sorry ma'am, but I'd rather not."

"Why?" I frowned, "Doesn't everyone want to go down there? It's quicker," he seemed slightly reluctant to speak over the subject, "Or at least that's what we think..."

The Doctor went to the door at the bottom and used the sonic to get it open.

"You can't jump!" cried the man, "It's a thousand feet down!"

"I just want to look!"

A noise became audible to us, making us stop in our tracks.

"What was that?" I asked, too scared to move.

"I try not to think about it," the man replied, quietly.

"I just need to see!" the Doctor rushed up to the screen at the front, "There must be some sort of ventilation. If I could just transmit a pulse through this ting, maybe I could trip the system, give us a bit of a breeze."

And he began working like crazy, snapping out wires and twisting them or whatever.

"Here we go!" he cried, "Might shift the fumes a bit, give us a good look."

And we looked down. When I saw claws, I backed away, "What the hell was that?"

"They're alive," the Doctor muttered.

"What are 'they'?" the man asked.

"Macra."

Slowly, I rejoined them, "And what would the 'macra' be?"

"The Macra used to be 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."

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

"Well, that was billions of years ago. They must've devolved down the years and now they're just beats. But they're still hungry..."

"Doctor, Martha's down there," I put a hand over my mouth.

There was a thud on the top of the car, causing us to look up. There were feet dangling followed by the whole body jumping inside the car.

"I've invented a sport!" the Doctor exclaimed.

I rolled my eyes, "So not the time."

It was Novice Hame! She stood up...with a gun, and dusted herself off, "Doctor, you're a hard man to find."

"No guns! I'm not having guns!" the man pointed.

"I only brought this in case of pirates. Doctor, you've got to come with me."

"Do I know you?" the Doctor tilted his head.

Novice Hame smiled, "You haven't aged at all. Time has been less kind to me."

Indeed, you could tell she had aged.

"Novice Hame!" the Doctor hugged her, "No, hold on, get off," he backed away, "Last time we met, you were breeding humans for experimentation."

"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."

"I'm not going anywhere," the Doctor shook his head, "You've got Macra living underneath this city. Macra! And our friend's still alive and stuck down there."

"You've got to come with me right now!" Novice Hame insisted.

I didn't want another argument starting up, not when there was bigger things to worry about, "If we could just calm down-"

"The situation is getting worse!" Novice Hame cried, "And we need you. Grab on, now," she ordered me. I nodded and linked arms with her.

"Minerva!" the Doctor scolded.

"I think we'll do best if we go into the city where we can get more help for Martha," I informed him the reason of my decision, a new idea popping into my head as I looked at Novice Hame, "Hey, or, you could just use that teleport to get Ma-"

But she grabbed the Doctor's wrist and pressed the button of her wristband, making us teleport out of the car.

"Hey, I was talking," I frowned, lifting my head off the new ground we were now in. I looked around and saw we were in a very dark room save for the few sunlight rays coming through parts of the ceiling.

"Rough teleport," the Doctor said, standing up, "But you can go straight back down and teleport people out, starting with Martha."

"I only had the power for one trip," Novice Hame replied.

I stood up as well and looked around with more observation. I gasped when I saw skeletons sitting rows of seats, "Doctor..."

"We're in the over-city now," Nove Hame said, cutting my call off.

"I'd like a word with the Senate of New New York," the Doctor demanded, "They've got thousands of people trapped on the motorway! Millions!"

"But you're inside the Senate, right now. May the goddess Santori bless them," Novice Hame said.

"What?" the Doctor turned to where I was staring.

I simply pointed to the endless rows of skeletons, "They're dead."

"They died...the city died." Novice Hame said, "Twenty four years ago, everyone died."

"What happened?" I asked, looking at a skeleton that the Doctor had chosen to examine.

"A new chemical. A new mood. They called it 'Bliss'."

Novice Hame picked up another one of those mood patches from the floor and held it up, "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."

"Well why don't you get them out?" I asked, "If the city's safe again then-"

"There's not enough power," she shook her head, "We did all we could to stop the system from choking."

"Who's 'we'?" the Doctor raised an eye brow, "And how did you survive?"

Novice Hame smiled, "He protected me. And he has waited for you, these long years."

"Doctor," we heard a familiar voice call.

"The Face of Boe!" the Doctor exclaimed, quickly running over to said big face.

"I knew you would come," the Face of Boe said as we entered the new room which was just as dusty and old as the last.

"Back in the old days, I was made his nurse, as penance for my sins," Novice Hame explained.

"Old, friend, what happened to you?" the Doctor knelt down before him, taking in his condition.

"Failing."

"He protected me from the virus by shrouding me in his smoke. But with no one to maintain it, the City's power died. The under-city would have fallen into the sea," Novice Hame stepped forwards.

"So he saved them?" I questioned.

"The Face of Boe wired himself into the mainframe. He's giving his life force just to keep things running."

"But there are planets out there. You could have called for help," the Doctor looked back.

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

"So the two of you stayed here, on your own," he stood up, "All these years."

"We had no choice," Novice Hame shook her head.

"Yes, you did," the Doctor placed a hand over her shoulder.

"Save them, Doctor. Save them," the Face of Boe begged.

"Oh, I will," he turned around, "And I'll start by looking at that," he pointed to a screen not too far from us.

"And so it begins," I mumbled, smiling to myself, knowing it'd be a short while until Martha returned to us now.

"Are you alright?" Novice Hame asked me, "You have a few...marks on your face."

I touched my cheek and felt the bumps, "Oh, nothing to worry about. You wouldn't happen to have any allergy pills would you?"

She smiled softly and shook her head, "'I'm afraid not."

"Thought so."

"Minerva!" the Doctor called, "Look! Martha's car is still registered!"

"Let me see!" I pushed him to the side, "Martha's still alive!"

"Hold this in place," he ordered, handing me a tube, running it along the ground.

"What is this supposed to do?" I asked.

"Shut up, I'm thinking!" he pointed and I rolled my eyes, "Take residual energy, invert it, feed it through the electricity beds."

"But there isn't enough power," Novice Hame reminded.

"Ah, you've got power! You've got me! I'm brilliant with computers, just you watch. Now I need both of you to get every switch on that bank up to maximum!"

"Got it, Martian," I called, chuckling to myself.

Novice Hame and I worked along, switching everything that was needed. The Doctor worked on the floor on some sort of knob, using the sonic on it.

"I can't power up the city, but all the city needs is people," he said, banging on his work.

"So what exactly are you gonna do?" I looked back.

He jumped to his feet, "This!" he flicked every switch along him, making the lights go out from his work, "No!"

"Guess it wasn't that," I muttered.

He knelt down again and started fixing things, "The transformers are blocked. The signal can't get through."

"Doctor..." the Face of Boe called.

"Yeah, hold on, not now," he continued to work.

"I give you my last..." suddenly, everything became illuminated with power.

"Did he do that?" I spun around.

"Novice Hame, look after him!" the Doctor ordered, "Don't you go dying on me, you big old face. You've got see this," he flicked another switch, "The open road!" He laughed, "If you'll excuse me, I've got a news report to do."

I hurried over to a window and watched all the cars finally free and in the city. Everyone was returning to the city after so long time. I watched for who knows how long until a cracking sound rang in my ears. I glanced over and saw it was the glass around The Face of Boe. The Doctor also looked back, all his excitement completely vanished.

"Doctor? Minerva?" we heard Martha called.

"Over here!" I exclaimed, watching the Face of Boe with such sorrow.

"What happened out there?" she walked in, spotting the Face of Boe, bewildered, "What is that?"

"It's the Face of Boe. It's alright," the Doctor replied, "Come and say hello. And this is Novice Hame. She's a cat. Don't worry," Martha joined us, slowly, "He's the one that saved you, not me."

"My lord gave his life to save to the city," Novice Hame said, sadly, "And now he's dying.

"He can't die..." I whispered, "Not after this..."

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

"But who is he?" Martha asked.

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

"Everything has its time. You know that, old friend, better than most."

"The legend says more," Novice Hame said.

"Don't. There's no need for that."

"It says that the Face of Boe will speak his final secret to a traveler," Novice Hame continued.

"Yeah, but not yet. Who needs secrets," the Doctor said.

"I have seen so much. Perhaps too much. I am the last of my kind, as you are the last of yours, Doctor," the Face of Boe began.

"But that's why we have to survive! Both of us. Don't go."

"I must. But know this, Time Lord. You are not alone," and the Face of Boe closed his eyes.

Novice Hame began to weep, Martha and I just staring with sorrow. The Doctor, on the other hand, seemed in shock. I don't know what it was, but it seemed very strong.

~0~

I was sneezing again, walking through the familiar alley of the vendors, "Seems like cats have invaded again. And I'm talking about the actual cats, not the people. I'm not allergic to people."

"Don't you have some allergy pills?" Martha asked, chuckling at me.

"I used to," I shrugged, sneezing again, "But everything was destroyed with um..." I trailed off, not wanting to remember the old Powell Estate in its ruins, "...It was just destroyed."

"You haven't gone to buy more?"

I shook my head, "No time."

"Think you can give her a check up?" the Doctor asked.

"I'm fine. I just need some medication, that's all," I waved him off, "It's not the first time it happens."

"Still, I wouldn't mind," Martha smiled, "If you don't mind I'm not a proper doctor yet."

"I definitely don't mind," I assured her, "But I don't want you to go into the trouble," I sneezed again.

"I think the one in trouble is you."

I chuckled lightly, "Right," I looked around the desolate alley, "But the important thing here is that these people aren't longer in trouble. Look at it. Everything's closed down, just like you said Doctor."

"I mean what I say...sometimes," He shrugged.

"You know what I wanna know?" Martha looked between us, "What the Face of Boe said back there," the Doctor grew quiet, "'You're not alone.'"

"I don't know," he said, moving ahead.

"I'd like to know about that too," I raised a finger, "Maybe it meant that you have us."

"I don't think so. Sorry."

"Then what?" I asked, more demanding since he was trying to act all casual about something that clearly wasn't.

"Doesn't matter. Back to the TARDIS, now."

"Oh, so now we're using my words?" I crossed my arms.

"Minerva, let's just go."

Martha and I glanced at each other, silently deciding to stay still.

"Are you staying or...?" he looked back, slightly irritated.

"Not until you speak," I said, "He said 'last of your kind'. Would that mean...?"

"It really doesn't matter," he said, serious.

"Yes, it does. I can see it," I stepped forwards, "You can open up you know. It's a two-way street between us. I open up, you open up."

"Yeah? Alright, fine. So when are you gonna tell me about this 'Liv' person?"

"I told you I would," I reminded, seeing him fidget with guilt at his out-lash. You could tell he just wanted to avoid the topic at all costs, "Let's talk."

He looked down for a moment before heaving a heavy sigh, "Martha, I swear to you I'll tell you, but..."

Martha nodded, understanding fast, "I get it, don't worry. But you better tell me afterwards, mister," she wagged a warning finger at him.

He smiled, "I will."

"What was that?" I pointed after Martha as she entered the box of wonders.

"I told you, between Martha and you, I feel more comfortable with you. Besides, I want you to open up without hesitation."

"Right," suddenly the thought of speaking out wasn't so glorifying anymore, "Well..."

"Minerva, why do you say you killed someone?"

"...because...I did," I let a shaky exhalation escape my lips, "It was my fault..."

"I refuse to believe that," he shrugged, looking at me like I had finally lost it.

"I did, I killed someone, someone that I loved very much."

"Alright, so if I decided too believe such a radical statement, who did you kill?"

"My sister, Olivia," my eyes watered up instantaneously, "...or 'Liv' as you might recall."

"How did she die?" he asked, more serious now at the aspect of the problem.

"Car accident."

"Then how did you kill her?"

"On the day she died, we had a big argument. The biggest one we've ever had. I said things I shouldn't have and then she drove off, all mad and...upset."

"And then?"

"A couple of hours later I get the call from my mother telling me Olivia crashed and was dead. She was in the hospital and only lasted about two hours before she died. My mother was, is so angry with me because it was all my fault. She crashed because I made her mad. I upset her. It's because of me she died. It's my fault."

"That's..." he shook his head, seeming angry, "That's so not your fault! Your mother told you that?" he asked in incredulity.

"I made Olivia angry to the point of actually crashing her car, Doctor. It's because of me she's not here."

"That's not true," he snapped.

"Yes it is!"

"No!"

"She was only twenty, so young and so...perfect, and I killed her."

"How old were you?"

"Thirteen."

"Minerva, you were a child!"

"I was a child that was out of line," I crossed my arms, looking down with shame, "I wasn't thinking straight and I just blew it all on Olivia. I was so angry with my parents that I took it out on her. My mother and I were never close and after that day, she was like a stranger. My mother will never forgive me for what I did. I'll never forgive myself."

"But you didn't do anything," he said softly, coming up, "It was accident. Your sister was in an accident, Minerva. How can you blame yourself for something like that?"

"Because my mother-"

"I don't give a damn what your mother says because she's dead wrong," he cut me off, nearly fuming that it startled me, "Usually, I'd be all for family and talking but your mother is way out of line with this. How can she blame a child for a death? I wanna give her a piece of my mind!"

"You don't think I killed her?" I asked, a low mumble really, surprised to get a different reaction like that one. I was so accustomed to the blame and rejection from my family because they all believed it was my fault Olivia had crashed. Jackie and Mickey didn't blame me, but they didn't get angry either, not like the Doctor. They wanted me to talk to my mother and clear everything.

"NO! And your mother is very cruel to put such a heavy weight on your shoulders. But hear me and hear me well, Minerva Souza," he took my hand and squeezed it, "It is not your fault your sister died. It will never be your fault, ever. Your mother is wrong. Your sister died because of other reasons, fate, maybe. But you did not cause it. And I don't ever want to hear you say it was your fault again, ever. You don't need some stupid drug to make you forget because none of it was your fault. Do I make myself clear?"

How could he not?

"Let go of your guilt, Minerva," he said softly, even smiling to add on, "You have no reason to be guilty."

"I need help, because I keep thinking I'm responsible. It's my fault-"

"No it's not," he cut me off, shaking his head, "Don't say that. No more."

"But-"

"It's NOT. I will now allow you to continue poisoning yourself with those thoughts."

With nothing left to say I started sobbing, feeling a hug begin, and it was one that I truly needed.

"You're mind has been so poisoned and I refuse to see it any longer," he whispered, "Do you wanna know what a killer looks like?"

"M-me," I stuttered.

"No, me."

I lifted my head and looked up at him, so much being unleashed at the moment I couldn't process very much, "You?"

"Today, I lied to Martha, and I lied to you a while ago," he paused, seeming to struggle with his words, "When I told you I was a Time Lord, I left out something really important."

"What?"

"I'm not just a Time Lord, Minerva. I'm the last of the Time Lords. Everyone is gone...everyone except for me."

My eyes widened with shock, "Wh-why?"

"'There was a war. A Time War. The last great Time War. My people fought the Daleks, for the sake of all creation...and they lost. They lost. Everyone lost. They're all gone now. My family, my friends...all gone. And do you know who got rid of them?"

"The Daleks of course," I shrugged, who else?

"Wrong, me. I killed them all."

I couldn't even...he just...no...he didn't...he couldn't have...no!

"That's the face I was afraid of," he sighed, looking down, "It wasn't just you that was afraid of rejection. I didn't want to kill them, my people, but...everything was dying. Everyone. So many innocent people were dying and...I had to do it. So you see, I'm a killer. You're not. I didn't want to tell you because I was afraid of what you'd say..."

"You know what I say?"

"What?" he looked utterly terrified that if this wasn't such a serious moment I'd probably laugh at the poor Martian.

"Come here," and I pulled him for another hug, "I don't judge what you did because I trust you and I know that if you had to do it, it was because there was no other option. It was imply your people or the rest of the world, and do you know what that means?"I pulled back, a faint smile spreading on my face, still covered in tears which I knew made me look like a bigger mess, "I'm alive thanks to you. We're all alive thanks to you. And I know it must have been a horrible decision, one that I hope you will never have to encounter again. But guess what? I don't see you as a killer, and I probably never will."

"I'll be okay with that if you admit that Olivia's death wasn't your fault."

I looked away, "I...I can't."

"Then we'll have to fix that!"

I looked at him, smiling again at his determination, "You know, I wasn't even allowed to go to her burial," I confessed, not even knowing WHY I was telling him this, "My mother was just beyond angry that she literally locked me in my room, saying I'd hurt someone else and whatnot, like I actually possessed the power to do that."

"That's...that's horrible," he said, incredulous.

"I never got to mourn her properly," I continued.

"Well, I suppose that'd make two of us," he said, "That's why I travel, you know, because I'm alone. There's just no one else to travel with."

"But the Face of Boe said you weren't alone," I reminded, "There could be a possibility that there's another Time Lord out there. Can you imagine that?"

But he wouldn't have it, he just shook his head and shot it down, "No. There's no one else but me."

"Well, I travel because I want to forget that I'm alone. But I guess I'm not anymore, and you're not alone either," I took his hand again, gripping it tightly, "Because I'm here now. We'll be one pair of travelers, together."

"I'd like that," he nodded, smiling, "But first, I wanna take you somewhere," and he started leading us for the box of wonders.

"Where to?" I frowned.

He looked back, his smile softening as he wiped my face of tears dry, "Somewhere you have a right to."

And with no more words, he led us inside the box, off to this mysterious place...


Author's Note:

Anyone want to meet Minerva's mom? I sure don't!

Anyways, end of the week (for me as school is done woo hoo!) so good luck for the rest of you, and for those who are in the same position as I am, yay it's the weekend!

And I know this has nothing to do with this but I saw the new pictures of series 9 being filmed and Jenna is sporting a new hair cut I very much want now :o Anyone else agree?

So, we finally get to know what's really bothering poor Minerva. Heads up! the next chapter is an original chapter and it will serve to go in depth of what really happened the day Minerva's sister died as well as getting to know more of her and her family's relationship. I actually think it's pretty cute the way Doctor will deal with getting her to actually talk. It'll be set in the 1800's, hooray! I love historical chapters, and I mean the ones with the period dresses and all, *grins excitedly*

No, this will definitely not be a fic where Martha is jealous. I feel like poor Martha was already cast off in the show and among fans so no, in this world Martha Jones is very happy and not jealous :)

Can I know what OMT means, please? ^.^

I now feel accomplished as a writer then!

Thanks for your reads and comments, hope to hear some of your thoughts, until next time!