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"Books!" the Doctor shouted picking up his coat "People never really stop loving books". He walked out of the TARDIS, Alyssa and Donna following after him, the latter checking the buckle of her wedge sandals as she went. The reason for her wearing sandals is that they went very nicely with the light cotton dress she was wearing which covered up her bathing suit. Why she was wearing garments suitable for a beach? Because that was where they were headed until the Doctor suddenly altered course. When she and Donna had asked why, the Doctor was pretty vague in his answer. He just simply said that he fancied stopping off at The Library for a bit.

"51st century", the Doctor said as they stood in the huge empty reception area "By now you've got holovids, direct to brain downloads, fiction mist, but you need the smell. The smell of books, Donna, Ali. Deep breath".

They walked across the room and the Doctor opened a door. The trio descended the steps to a balcony which gave them a magnificent view of the surface of the planet. "Whoa", Alyssa breathed, amazed.

"The Library. So big it doesn't need a name. Just a great big 'The'", the Doctor explained.

"It's like a city!" Donna exclaimed gaping at it.

"It's a world", the Doctor corrected her "Literally, a world. The whole core of the planet is the index computer. Biggest hard drive ever. And up here, every book ever written. Whole continents of Jeffrey Archer, Bridget Jones, Monty Python's Big Red Book. Brand new editions, specially printed". Alyssa shook her head still amazed. "We're near the equator, so…" he licked his finger and held it up "this must be biographies! I love biographies"

"Yeah, very 'you'. Always a death at the end", Donna remarked.

"You need a good death", the Doctor said though he was very happy with the fact that he didn't have to worry about for Alyssa, given the fact that she was becoming like him. "Without death, there'd only be comedies. Dying gives us size".

Donna picks up a book only for the Doctor to take it away from her "Oi! Spoilers!" he cried.

"What?" Donna asked with a frown.

"These books are from your future", the Doctor replied "You don't want to read ahead. Spoil all the surprises. Like peeking at the end".

"Isn't travelling with you one big spoiler?" Donna asked.

"I try to keep you away from major plot developments", the Doctor answered.

Alyssa snorted "which you're very bad at, if your past record is anything to go by", she said.

"Yes I know, I'm…working on it", the Doctor said looking around.

Alyssa didn't believe that for one moment. The day the Doctor manages to avoid a major plot development, will be the day she throws out all the fezzes from the TARDIS.

"This is the biggest library in the universe", the Doctor began "So where is everyone? It's silent". He walked over to an information kiosk, taking out his sonic as he did so.

"The library?" Donna asked.

"The planet. The whole planet", the Doctor said as the screen lit up.

"Well…Maybe it's a Sunday", Donna suggested.

The Doctor shook his head "No, I never land on Sundays. Sundays are boring".

"Well, maybe everyone's really, really quiet", Donna said.

Alyssa frowned at that. It didn't seem possible for everyone to be extremely quiet especially since this a planet sized library. There would still be some noise. Whether it's footsteps of people traversing their way through the Library… or breathing of the visitors or quiet murmurings of conversation. Either way it wouldn't be this quiet. The silence was almost…eerie.

"Yeah…maybe", the Doctor agreed "But they'd still show up on the system".

"Doctor, why are we here?" Donna suddenly asked "Really, why?"

"Oh, you know, just…passing" the Doctor shrugged.

"You do know I can tell when you're lying or keeping something from us, right?" Alyssa reminded him "so why are we in the largest library in the universe?"

"Now that's interesting", the Doctor commented, seemingly ignoring Alyssa.

"What?" Donna asked.

"Scanning for life forms", the Doctor replied "If I do a scan looking for your basic humanoids. You know, your book readers, few limbs and a face…" he pushed a few buttons and the screen flashed: Filtered Humanoid Life Form Scan: 3: complete "Apart from us, I get nothing. Zippo, nada. See? Nobody home. But if I widen the parameters to any kind of life". The Doctor pushed a few more buttons.

The numbers began to count upwards until ERROR flashed on the screen along with the number 1,000,000,000,000. Beneath the number it said: Lifeform Number Capped at Maximum Record.

"How is that even possible?" Alyssa asked staring at the screen "apart from us 3, there's no one else here".

"And not a sound", the Doctor added "A million million life forms, and silence in the library".

"But there's no one here", Donna said repeating what Alyssa had just said "There's just books. I mean, it's not the books, is it? I mean, it can't be the books, can it? I mean, books can't be alive".

The Doctor, Alyssa and Donna look down at the books in front of them. The Time Lord tentatively reached a hand as does Donna. Alyssa watched them, wondering if it was such a good idea. Suddenly a voice shouted "Welcome!" startling all 3 of them.

"That came from here", Donna said glancing behind her at the way they came.

"Yeah", the Doctor agreed. He took Alyssa's hand and they all walked back to the reception area.

An almost humanoid sculpture by a curved desk turns its head and speaks with a female voice from a small face on its surface. "I am Courtesy Node 710/Aqua" it introduced "Please enjoy The Library and respect the personal access codes of all your fellow readers, regardless of species or hygiene taboo".

"That face, it looks real", Donna commented as she regarded it.

"Yeah…don't worry about it" the Doctor waved her off.

"A statue with a real face, though?" Donna continued, not one for letting things go "It's a hologram or something, isn't it?"

"No, but really…it's fine", the Doctor assured her. Alyssa could tell he knew something about this Node but whatever it was, he didn't want to tell them.

"Additional" the Node continued "There follows a brief message from the Head Librarian for your urgent attention. It has been edited for tone and content by a Felman Lux Automated Decency Filter. Message follows. 'Run. For God's sake, run. No way is safe. The library has sealed itself, we can't. Oh…they're here. Argh. Slarg. Snick' Message ends. Please switch off your mobile comm. units for the comfort of other readers".

"So that's why we're here", the Doctor realised "Any other messages, same date stamp?"

"One additional message", the Node replied "This message carries a Felman Lux Coherency Warning of 5-0-11"

"Yeah, yeah. Fine, fine, fine. Just play it", the Doctor said impatiently.

"Message follows. 'Count the shadows. For God's sake, remember…if you want to live, count the shadows'. Message ends"

"Donna….Ali…" the Doctor slowly began.

"Yeah?" Donna and Alyssa chorused.

"Stay out of the shadows", he warned.

"Why, what's in the shadows?" Donna asked. The Doctor didn't answer, he just took Alyssa's hand again and headed through a door.

The next room was brightly lit with aisles and aisles of bookshelves several stories high. "So, you didn't have a fancy to stop of at a library", Alyssa said after a moment.

"Yeah…I kind of…sort of lied a bit", the Doctor admitted "I got a message on the psychic paper".

He held it up the psychic paper and showed them the message. Of course to Alyssa the paper was blank, like it had been before. "Um Doctor… I can't read it", she said.

"Oh, right", the Doctor said mentally kicking himself for forgetting that she couldn't read the psychic paper as to her it was blank. "It says 'The Library. Come as soon as you can. X'. What do you think? Cry for help?"

"Cry for help…with a kiss?" Donna said taking the psychic paper from him.

"Oh, we've all done that", the Doctor said taking it back from her and putting it into his pocket.

"Who's it from?" Alyssa asked.

"No idea", the Doctor answered honestly.

"So why did we come here?" Donna demanded "Why did you…"

"Donna….Ali", the Doctor said seeing the lights start to go out from the far end, the darkness slowly working its way towards them.

"What's happening?" Alyssa asked eyes wide as the darkness crept closer as even more lights go out.

"Run!" the Doctor shouted, grabbing Alyssa's hand and pulling her along. Donna hot on their heels. They came to a stop at a door. The Doctor frantically tried to open it but it wouldn't budge "Come on!"

"What, is it locked?" Donna asked.

"Jammed", the Doctor replied "The wood's warped!"

"Well, sonic it. Use the thingy!" Donna shouted as the darkness grew closer.

"The sonic doesn't do wood", Alyssa informed her trying to stay calm even though she could feel both the Doctor's and Donna's frantic emotions "I can get the door open", she added.

"No", the Doctor said firmly "I can do it…" the Doctor took out the sonic screwdriver "I can vibrate the molecules, fry the bindings. I can shatterline the interface…"

"Oh, get out of the way!" Donna said shoving him aside before kicking the door open. The trio burst into the room, slamming the door shut behind them. Donna and Alyssa kept the door shut as the Doctor ran to grab a book to jam between the door handles.

He spun around and saw a spherical security camera hovering in the air. "Oh! Hello!" he greeted "Sorry to burst on you like this. Okay if we stop here for a bit?"

The security camera dropped to the floor.

"What is it?" Donna asked as they approached it.

"Security camera", the Doctor replied picking it up "Switched itself off". He took out his sonic screwdriver and used it on the security camera.

"That was some nice door skills, Donna", Alyssa commented.

"Yeah, well, you know, boyfriends…sometimes you need the element of surprise", Donna said with a shrug.

Hm… element of surprise…I'll have to keep that in mind Alyssa thought.

"What was that? What was after us?" Donna questioned "I mean, did we just run away from a power cut?"

"Possibly", the Doctor replied.

"Are we safe here?" Donna asked looking around.

"Of course we're safe. There's a little shop", the Doctor answered, nodding at the sign marked 'shop'. "Gotcha!" he cheered as the cover of the camera lens popped open.

"Doctor stop", Alyssa said noticing a message appear on the camera.

No! Stop it! No! No!

"Ooo, I'm sorry", the Doctor said realising it wasn't just a security camera, it was alive one "I really am. I'm sorry. I'm so sorry. It's alive".

"You said it was a security camera", Donna said as Alyssa took the camera from the Doctor, cradling it her hands and started to softly hum Hushabye Mountian to try and soothe it.

"It is. It's an alive one", the Doctor said as he watched Alyssa hum a lullaby to the camera. She stopped when a new message appeared on the camera.

Others are coming

"Others?" Donna frowned when Alyssa showed it to them "What's it mean, others?"

The Doctor shrugged. He didn't know what it meant. Donna went over to a nearby Node "Excuse me. What does it mean, others?" she asked as Alyssa gently set the camera down.

"That's barely more than a Speak-Your-Weight-Machine", the Doctor told her "It can't help you".

"So why's it got a face?" Donna questioned.

"This flesh aspect was donated by Mark Chambers on the occasion of his death", the Node replied.

"It's a real face?" Donna gasped. She wasn't the only one that was disgusted, Alyssa was too.

"It has been actualised individually for you from the many facial aspects saved to our extensive flesh banks. Please enjoy", the Node explained. Alyssa shook her head at that still rather disgusted.

"It chose me a dead face it thought I'd like?" Donna asked in disbelief "that statue's got a real dead person's face on it".

"It's the 51st century" the Doctor said with a shrug "That's basically like donating a park bench".

"There's a big difference between donating a park bench and donating a face", Alyssa said taking a step back.

"Ali, no!" the Doctor grabbed the red head and pulled her away from the triangular shadow that she had been unknowingly moving toward. "The shadow. Look", he said pointing to it

"What about it?" Donna asked.

"Count the shadows", the Doctor instructed.

"One", Donna replied "There, counted it. One shadow".

"But what's casting it Donna?" Alyssa asked having had a quick glance around, not seeing anything that could cast such a shadow.

"Oh, I'm thick!" the Doctor exclaimed smacking himself in the head "Look at me, I'm old and thick! Head's too full of stuff. I need a bigger head!"

One of the lights in an aisle started flickering before it went out. "The power must be going", Donna commented.

The Doctor shook his head "This place runs on fission cells. They'll out-burn the sun", he explained.

"Then why is it dark?" Donna asked.

"It's not dark"

"Uh guys…." Alyssa said slowly, seeing that the shadow the Doctor had pointed out was gone "the shadow is gone".

"We need to get back to the TARDIS", the Doctor said suddenly.

"Why?" Donna asked.

"Because that shadow hasn't gone. It's moved", the Doctor said seriously.

"Reminder: The Library has been breached, others are coming", the Node announced "Reminder: The Library has been breached, others are coming. Reminder: The Library has been breached…."

A door in the back of the room burst open and 6 people in white spacesuits entered. Out of reflex, the Doctor pulled Alyssa behind him. He had no idea if these people would be a threat to her. One of the people walked straight over to them, switching the visor to transparent to reveal a female face.

Alyssa let out a gasp as she recognised who it was. "It's you!" she breathed.

The woman smiled "hello Lyssa", she greeted.

Next chapter: the Doctor is not very happy with River.