Disclaimer: I have no claim to the Whoverse, as disappointing as that is.

Ch.25:

As the sun rose over the horizon, The Doctor, Lily and Martha found themselves sitting in Shakespeare's room.

"Oh, sweet Dolly Bailey." The bard said. "She sat out three bouts of the plague in this place. We all ran like rats. But what could have scared her so?" he shook his head. "She had such enormous spirit."

"Rage, rage against the dying of the light." The Doctor quoted.

"I might use that." Shakespeare said, thoughtfully.

"You can't." The Doctor told him. "It's someone else's."

Shakespeare shrugged and when he turned his attention to Martha, Lily discreetly smacked The Doctor upside the head.

"But the thing is," Martha was saying. "Lynley drowned on dry land, Dolly died of fright and they were both connected to you."

"You're accusing me?" Shakespeare asked her.

Martha looked shocked. "No, but I saw a witch, big as you like, flying, cackling away, and you've written about witches."

"I have?" He asked, confused. "When was that?"

"You're a couple of years to early, hon." Lily told Martha in a low voice.

"Peter Streete spoke of witches." Shakespeare said suddenly.

"Who's Peter Streete?" Martha asked him.

"His builder." Lily answered. She shrugged when they all looked at her. "I was fascinated by the Globe."

"She right." Shakespeare said, still staring at her. "He sketched the plans to the Globe."

"The architect." The Doctor mumbled. "Hold on. The architect! The architect!" He suddenly stood, banging his fists on the table. "The Globe! Come on!"

He took off at a run with Martha and Shakespeare following after him. After a second, Lily too followed with a groan.

Lily was sitting on the edge of the stage swinging her feet back and forth, watching the Doctor as he paced.

"Doctor, what are we looking for?" she sighed.

"The columns there, right?" he said, pointing. "14 sides. I've always wondered but I never asked... tell me, Will, why 14 sides?"

Shakespeare shrugged. "It was the shape Peter Streete thought best, that's all. Said it carried the sound well."

"Doctor?" Lily said. "Why does that sound familiar? 14?" She shook her head. "It's like a buzzing in the back of my head. Like I should know it, but I don't."

He gave her a thoughtful look.

"I think it's actually me." He told her finally. "But you're right, it does sound familiar. 14…"

"There are 14 lines in a sonnet." Martha added and the Doctor nodded.

"So there is. Good point. Words and shapes following the same design." He began pacing again. "14 lines, 14 sides, 14 facets…Oh, my head. Tetra decagon... think, think, think! Words, letters, numbers, lines!"

"Doctor, you're giving me a headache." Lily complained, rubbing her temples. He gave her an apologetic look and quickly threw up some barriers between his mind and hers. Almost immediately her headache let up and she gave him a grateful smile.

"This is just a theater." Shakespeare said.

The Doctor smiled.

"Oh, but a theatre's magic, isn't it? You should know. Stand on this stage, say the right words with the right emphasis at the right time..." he grabbed Lily's hand and pulled her down to the pit. He lifted her hand and spun her around, making her laugh. "Oh, you can make men weep, or cry with joy, change them. You can change people's minds just with words in this place. And if you exaggerate that..." he trailed off, but didn't let go of Lily's hand.

"It's like you're police box." Martha said, taking Lily's place at the edge of the stage. "Small wooden box with all that POWER inside."

The Doctor and Lily both smiled at her.

"Oh." He said. "Oh, Martha Jones, I like you. Tell you what, though." He turned to Shakespeare. "Peter Streete would know. Can I talk to him?"

Shakespeare winced.

"You won't get an answer." He told them. "A month after finishing this place... lost his mind."

The Doctor and Lily exchanged a look.

"Why?" Martha asked.

"Who knows why anyone loses their mind?" Lily asked her with mock disapproval. "And you call yourself a doctor." She shook her head and Martha stuck her tongue out at her.

"I just meant, what happened?" Martha clarified.

"Started raving about witches, hearing voices, babbling." Shakespeare answered. "His mind was addled."

"Where is he now?" the Doctor asked.

"Bedlam."

The Doctor felt Lily stiffen next to him when Shakespeare gave his answer.

"What's Bedlam?" Martha asked, confused.

"Bethlehem Hospital." Shakespeare told her. "The madhouse."

Lily shuddered.

"Those who by some miracle, or curse, aren't insane when they enter, soon are." She said.

"Well, that's where we're going." The Doctor said, hoping Lily would be alright. "Right now. Come on."

He led Lily outside and Martha followed.

"Wait!" Shakespeare called after them. "I'm coming with you! I want to witness this first hand." He ran up to his actors who had just arrived. "Ralph, the last scene as promised." He said, handing over the script. "Copy it, hand it round. Learn it. Speak it. Back before curtain up. Remember, kid, project. Eyes and teeth. You never know — the Queen might turn up." He scoffed as he walked out. "As if. She never does."

Lily stood wrapped in the Doctor's arms, her face buried in his chest, trying to block out the horror around her.

"Does my lord, Doctor, wish some entertainment while he waits?" the jailer asked with a sick grin. "I'd whip these madmen. They'll put on a good show for ya. Bandog and Bedlam!" He rapped a stick on the bars of the nearby cells.

"No, I don't!" The Doctor said, holding a shaking Lily closer.

The Jailer shrugged. "Wait here, my lords, while I make him decent for the ladies."

And with that, he walked off.

"So this is what you call a hospital, yeah?" Martha rounded on Shakespeare, utterly disgusted. "Where the patients are whipped to entertain the gentry? And you put your friend in here?"

"Oh, and it's all so different in Freedonia." He replied, defensively.

"But you're clever!" She told him. "Do you honestly think this place is any good?"

Shakespeare sighed.

"I've been mad." He told her. "I've lost my mind. Fear of this place set me right again." He shook his head. "It serves its purpose."

"Mad in what way?" Martha asked, skeptically.

"You lost your son." The Doctor answered softly.

Shakespeare looked away. "My only boy." He told them. "The Black Death took him. I wasn't even there."

Lily reached out from the Doctor's arms and put a hand on the poet's arm.

"I lost my daughter." She told him softly. Both Shakespeare and Martha starred at her. "I was still carrying her when I was hurt in an attack. I know what it's like to feel like it was your fault. I also know what it's like to have those feelings drive you a little bit more than crazy."

"I didn't know." Martha said to both of them. "I'm sorry."

"It made me question everything." Shakespeare told them. "The futility of this fleeting existence. To be or not to be... oh, that's quite good." He said with a thoughtful look.

"You should write that down." The Doctor winced when Lily hit his stomach.

"Hmm…Maybe not." Shakespeare replied. "A bit pretentious?"

Lily sighed when the jailer called for them to follow him.

He led them down a corridor of screaming men and women to a dank, tiny, dark cell.

"They can be dangerous, m'lord." He told them as they entered. "Don't know their own strength."

The Doctor glared at him.

"I think it helps if you don't whip them. Now get out!" he told him.

The Jailer shrugged and shut the door after him.

The Doctor tried to get Lily to let go, but she just held tighter.

"Lily-girl, it's ok." He told her quietly.

She shook her head.

"It's too much. If I lose focus for one minute, I'll…" she trailed off.

"You'll lose control." He finished, but she shook her head.

"I'll be like them." She whispered. "I'll start screaming and I won't be able to stop." She shivered. "The only way I can survive is to bury it all, but something about this place…" she didn't seem to be able to find the right words.

"It brings it all to the front?" The Doctor asked and she nodded. He sighed and when he tried to remove her hands again, she didn't fight him. He put his hands on her temples. "Just remember," he told her. "I'm right here."

She nodded and let him walk away. Martha silently came up and wrapped an arm around her shoulders. Lily looked up in surprise and smiled.

"Peter?" The Doctor asked hesitantly as he approached the rocking man. "Peter Streete?"

"He's the same as he was." Shakespeare told him. "You'll get nothing out of him."

The Doctor ignored him and laid a hand on Peter's shoulder.

"Peter?" he asked again.

Suddenly, Peter's head shot up and they could see his glassy eyes. He looked like he was trying to say something but something was stopping him.

The Doctor laid his hands on Peter's temples just like he had done with Lily a second ago.

"Peter, I'm the Doctor." He told the man. "Go into the past, one year ago. Let your mind go back, back to when everything was fine and shining." Peter seemed to relax. "Everything that happened in this year since happened to somebody else. It was just a story. A winter's tale. Let go. Listen. That's it, just let go." He let Peter lay down on the cot. "Tell me the story, Peter. Tell me about the witches."

And Peter began to talk.

"Witches spoke to Peter." He told them. "In the night, they whispered. Got Peter to build the Globe to their design. THEIR design!" he seemed adamant that it was their design. "The 14 walls — always 14. When the work was done," he laughed manically, "they sapped poor Peter's wits."

"Where did Peter see the witches?" The Doctor asked him softly. "Where in the city?" He crouched down next to Peter. " Peter, tell me. You've got to tell me, where were they?"

"All Hallows Street." Peter whispered.

Suddenly a hag appeared next to the Doctor. He quickly backed away until he was standing with Lily and Martha.

"What the hell?" Martha shouted.

"Just one touch of the heart." The hag said as she leaned over Peter. She laid her hand on Peter's chest and his whole body arched.

"NO!" the Doctor shouted, but it was too late. Peter fell to the ground, dead, while the rest looked on, horrified.

"Witch!" Shakespeare whispered. "I'm seeing a witch."

"Who would be next, hmm?" The hag cackled. "Just one touch. Oh, oh, I'll stop your frantic hearts. Poor, fragile mortals."

Martha ran to the door.

"Let us out!" She screamed. "Let us out!"

"That's not gonna work." The Doctor told her calmly. "The whole building's shouting that."

"Who will die first, hmm?" the hag asked.

"Well if you're looking for volunteers." The Doctor said, calmly, as he took a step forward.

Suddenly a golden transparent wall appeared between the Doctor and the hag. His eyes flashed to Lily as the hag took a step back. Her eyes were now more gold then gray.

"What is that?" Martha asked in wonder.

"Doctor, can you stop her?" Shakespeare asked weakly, assuming that the Doctor was producing the shield.

"No mortal has power over me." The hag spit out.

"Oh, but there's a power in words." The Doctor replied. "If I can find the right one — if I can just know you..." he trailed off, thinking.

"None on Earth has knowledge of us." She told him.

"Then it's a good thing I'm here." He replied, smugly. "Now think, think, think... Humanoid female, uses shapes and words to channel energy... ah, 14! That's it! 14! The 14 stars of the Rexel planetary configuration!" he pointed a finger at her. "Creature, I name you Carrionite!"

The Hag wailed and disappeared. A second later, the golden shield dropped.

"What did you do?" Martha asked. "And what was that shield?"

The Doctor moved to Lily's side, who leaned heavily on him.

"I named her." He answered, ignoring Martha's second question. "The power of a name. That's old magic."

"But there's no such thing as magic." Martha said.

"Well, it's just a different sort of science." He told her. "You lot, you chose mathematics. Given the right string of numbers, the right equation, you can split the atom. Carrionites use words instead."

"Use them for what?" Shakespeare asked.

"End of the world." The Doctor told him. "Now, if you'll excuse us, Lily and I need to have a conversation."

He gently gripped her hand and led her out, Martha and Shakespeare following behind.

When they made it out, they found a quiet place and sat down.

"What was that?" The Doctor asked Lily seriously.

She glared at him.

"Dark Phoenix, me,-I was created solely to protect the Doctor." She told him. Just because I've changed Doctors, doesn't mean the reason I exist has changed. She continued silently.

"Is it going to happen again?" he asked her out loud.

"I don't know." She replied. "I don't have much control over it, and frankly I don't really want to stop it."

He starred at her.

"Why?" he asked.

"Did you ever stop to think what would happen to me if I lost you?" Lily spat at him. But before he could answer, she continued right on. "Of course not! Did you ever stop to think that you are the only thing I have left? That you are my entire world now. I have nothing but you!" She angrily wiped at a tear that rolled down her cheek.

"Lily…" The Doctor whispered.

"So no," Lily continued. "If you're going to continue to take risks, I'm going to continue to protect you when my powers decide you need protecting, and probably even when they don't think you need it."

The Doctor was silent for a minute, and then he nodded.

"Ok." He told her.

She stared at her in shock.

"Ok?" she asked.

He nodded.

"Ok." She agreed hesitantly. "I'm glad we got that sorted out."

"Me too." He replied with a smile.

"Wait." Shakespeare said. "Lady Lily was the cause of the gold wall?"

A/N: I know it's been forever! Please don't hurt me. *cowers under desk until she's sure there will be no incoming fire* I don't really have any excuse except I started a Harry Potter story so I've been trying to get it set up. Speaking of American Suitehearts, you guys need to step it up! With only nine chapters, they've already got you beat by 26 reviews! Come on, I know you guys don't want to lose to a whole bunch of Harry Potter freaks! So you know how to fix this. Just press the little button that says 'review'! Updates: My new rule for myself is: One chapter of AS, one chapter of NGBA. Hopefully this will keep both groups happy.

Abbey