They woke with a start, all jumping up off the ground with a rush of adrenaline except Koschei. The Doctor crouched down beside him as he slowly pushed himself up into a seated position. The Doctor felt his friend's pulse; it was racing unusually fast.

"Kos... How bad is it? Can you-" Koschei grabbed his wrist and stared past him at the ruins.

"Shhh." He hissed, cocking his head to one side.

"Wha-" Rory began

"Shh!" Koschei interrupted. They listened for a moment. "Too quiet."

His golden eyes met the Doctor's hazel ones with an unreadable expression.

"Where are all the children?" The Doctor stared back at him in shock for a second before darting off to the ruins to look. He was right. It was too quiet. Even the birds had gone completely silent. There was no one left where the children and their teacher had been just moments ago. There was nothing but piles of ash and a few left over belongings. He heard someone running up the steps behind him as he knelt down to pick up the teacher's clipboard out of her ashes.

"No." Amy said, disbelieving as she saw what he was studying. "No. Where are they?"

"They're gone." He replied grimly.

"They're- They were just children! Who would do this?" Amy exclaimed as he walked over to her.

"I think I know." He told her, before taking her hand and leading her out. "Come on. We should go."

When they got back to the others Rory immediately ran up to Amy.

"Amy? What is it? What's happened?" Amy just shook her head and pulled him into a hug, burying her face in his shoulder. Koschei began to pull himself up off the ground with one leg of the swingset. He began coughing halfway through. The Doctor went over to help him up.

"They're coming." Koschei warned him softly, looking over his shoulder. Sure enough, there were two crowds of old people coming toward them: one from the road, the other one from the opposite side of the ruins. The Doctor sat his friend down gently on one of the swings and went to address the larger group, the one from the road.

"Doctor?" Amy questioned

"It's them. They're the ones doing this."

"But they're just old people." Rory said doubtfully. Koschei shot him another 'don't be a dumbass' look.

"Hello! Now, it might just be me, but you lot seem a bit tense." The Doctor called to the mob. "I see you've brought reinforcements. Why is that? What do you want?"

As one, the group before them turned to look at the Doctor.

"An orderly mob aren't they?" Koschei remarked. The old people all opened their mouths. There was an odd sort of ripple under the surface in their throats, then a big yellow eye peeped out of each mouth.

"My God." Rory muttered as he came up beside the Doctor. "That is disgusting."

Koschei laugh/coughed at that. Amy patted him gently on the back, watching the crowd tensely.

"Careful now." The Doctor warned. "You may very well have to make a run for it, soon." He turned back to the 'orderly mob'. "Right! So! I know you!"

A couple of the creatures leaned forward and sprayed some sort of light brown mist at Rory who leapt back just in time. Amy let out a startled shriek and grabbed Koschei's hand. As Rory ran up to her she hesitated looking down at Koschei.

"Run, Bhai." He told her quietly. She studied his face for a second before she and Rory ran away towards their cottage.

"Ah! Stop it!" The Doctor shouted at the encroaching crowd "You're Eknodines, a proud and ancient race! You are better than this! What are you doing here? Why aren't you at home?"

"We were driven from our home." Mrs. Popworth answered in a deep, inhuman voice.

"By upstart neighbors, yeah?" The Doctor added.

"So we've been-"

"Living here inside the bodies of old humans for... Years." The Doctor finished for them as he worked it out. "No wonder they live so long. You're keeping them alive!"

"We were humbled-" The aliens began wrathfully. This time Koschei interrupted.

"Yes, yes, your ego's bruised, so: hey, why not kill all humans? Don't care. Doctor, time to go!" He said, reaching out so the Doctor could grab him by the arms and help him stand. The Doctor quickly ducked under one arm and they took off in the same direction as Rory and Amy had, not long before them.

Amy and Rory ran through the field toward their familiar little row of houses. Rory looked back over his shoulder, relieved to see there was no one following them. Amy stopped and leaned against the fence, trying to catch her breath.

"Amy, we should keep moving." Rory said darting over to her.

"We just left them." She said breathlessly. "I can't believe we just left them behind like that!"

"Don't. Don't worry Amy." Rory said uncomfortably. "I mean, come on. It's the Doctor. I'm sure they'll be just fine."

Amy straightened, looking at something over his shoulder.

"Is that Mrs. Wensleydale?"

"Um... Yes, but she can't..." Rory replied disbelievingly.

"Hello Mrs. Wensleydale." Amy greeted with a forced smile. "Nice day is- Oh, shit!"

Mrs. Wensleydale tried to spray them with that strange brown substance and got the fence instead. It quickly crumbled into dust. Rory picked up a decent sized piece of wood and swung it experimentally, calling the creature's attention away from his wife and back to him.

"Oh I don't know if I can hit an old woman!" He exclaimed anxiously.

"Do it now, Rory! Just smack her!" Amy shot back forcefully. He knocked the creature out with a perfect swing.

"Sorry." He told the unconscious alien as they stepped over her.

"Come on!" Amy called, starting to jog towards their cottage. As they got to their cottage they were spotted by some more creatures not far down the street to their right. "Oh that's just..."

They ran quickly into the cottage and locked and bolted the door.

"The window." Amy prompted moving toward the bookshelf. "Here, we can use this to block it."

Rory quickly joined her and together they managed to push it over to cover most of the opening. Rory peeked outside. There were a number of Eknodines closing in on them.

"Well I hope the others are having better luck." He commented lightly.

The Doctor and Koschei stumbled to the side a little as they ran down the street away from the crowd of angry Eknodines pursuing them. Koschei was weakening more and more with every step, his breathing labored. He was still standing only due to the Doctor's nearly carrying him and sheer stubborn force of will.

"Okay, just a little bit farther." The Doctor assured him. "Just hold on... Almost there."

They reached an iced cream parlor. The Doctor tried the door. Locked. An empty butcher's shop... Yes! Open! He dragged Koschei through the door and set him down gently on the floor before turning to sonic it. He flipped the sign around only to become annoyed by the fact that both sides, apparently, said 'open.'

" 't's glass." Koschei noted darkly.

"I know." The Doctor responded, checking the backdoor. It was locked.

"That can't be very secure though, can it, Doctor?" Said the Dreamlord as he popped up from behind the counter.

"You." The Doctor noted stiffly. "Just, quiet."

"Asshole." Koschei noted dryly as they began to lose consciousness once again.

"..in the bedroom!" Amy finished as they woke in the frozen TARDIS. The Doctor looked at her questioningly.

"It's not that important." Rory assured him, then went over to check on Koschei. He hadn't bothered to move at all this time. He just snapped his ochre eyes open and watched them all silently.

"You alright mate?" Rory asked checking his temperature. The ochre eyes narrowed.

"Not your mate."

"Right. Here, I'll help you..." Rory trailed off, seeing something in Koschei's hand. Koschei shook his head with a grim expression. Rory looked like he was about to comment anyway, when the Dreamlord popped up behind him.

"Christ!" Rory swore, jumping in surprise.

"What now?" Amy asked crossing her arms. The Doctor was searching through the box at her feet.

"Ha!" He said victoriously holding up a device that sort of, but not quite, resembled an egg-beater. "Rory, catch."

He tossed it to Rory then bustled over to the console to plug the cord from it into the console.

"Wind this." The Doctor told Rory, pointing to a handle on the device.

"I think you'll want to see this, Dear." The Dreamlord told Amy, gesturing toward the big-screen.

"I'm not your Dear." She replied, but turned to look anyway. The Dreamlord appeared next to her leaning in way too close.

"Aren't you?" He taunted. She stared him down coldly.

"Fuck off, Wallace Shawn." Koschei cut in as the screen came on, startling both of them. The effect was ruined however, when it immediately sent him into another coughing fit.

"Oh dear." The Doctor said, staring at the screen.

"Is that a star?" Rory asked.

" 'course." Koschei wheezed.

"Idiot." The Dreamlord added.

The Doctor ran down the stairs and opened the doors. He was instantly met with blinding white light. He hastened to shut the doors and run up the stairs.

"We're on a collision course." He said, surprisingly evenly. "It's a cold star. That's why we're losing heat so quickly. It's not just the power loss."

"A cold star! Is that even possible?" Amy asked.

"I don't know."

"So this isn't real, then. Stars can't be cold. So this one's the dream." Rory concluded.

"Hmm. That so?" The Dreamlord put in.

"I said I didn't know! It could be, but it might not. Why do you lot always expect me to know everything?" The Doctor replied irritably. "I haven't seen everything. I can't be certain."

"Koschei?" Rory asked, turning to Koschei.

"What!" Koschei snapped. Then promptly went into another coughing fit. Rory winced.

"Never mind."

Amy knelt down next to Koschei to rub his back soothingly and tried to calm him down.

"What do we do then?" Rory asked the Doctor.

"Nothing to do really. Is there? Unless you have some brilliant plan." The Dreamlord remarked. "Tell me, Doctor. What do you think?"

"We don't have enough power." The Doctor noted thoughtfully. "Koschei, any ideas?"

Death glare.

"Right." The Doctor responded, beginning to pace.

"He's very surly isn't he?" The Dreamlord noted.

"Shut up, please." Rory told him.

"Except with your Amy. He seems to have imprinted on that girl like a baby duck."

Koschei stiffened.

"Just ignore him."Amy told him quietly. The Dreamlord suddenly appeared in front of them. He leaned in close to Koschei's face, studying him. "Strange. That's not like you at all. Is it?"

Amy looked between the two of them suspiciously. The Dreamlord suddenly straightened.

"That's a shame." He said as they began to become exhausted once again. "Time's up."

There was something oddly foreboding and maybe even slightly regretful in the way he looked at Koschei then.

The Doctor immediately popped up off the floor and leapt back into action when he came to. He tried to ignore just how disturbigly pale and sickly the other Timelord now looked.

"What kind of hero are you, anyway?" The Dreamlord asked. "The kind that bravely runs away to hide behind glass walls? Not very impressive is it?"

"Koschei." The Doctor said, allowing his friend to grab his shoulders before he scooped him up off the ground.

"They're in here!" The Dreamlord called out as the Doctor pushed past him, heading for the walk-in freezer. There was a pounding on the glass outside. It wouldn't be long at all before they broke through. Koschei began to cough again as the Doctor carried him into the freezer and jammed the lock.

"It's okay. It's okay, I just need to solve this. I just need time." The Doctor muttered to himself, beginning to pace. "Come on! Think!"

Koschei's coughing was becoming more violent. Finally, he went quiet. The Doctor turned to look at him. He was staring at his hand.

"Kos?" The Doctor asked kneeling down in front of him.

"Sorry." Koschei whispered hoarsely. The Doctor's brow furrowed questioningly as he reached out and gently lifted his friend's palm towards him. It was covered in blood. "Sorry... Can't stay."

The Doctor stubbornly began to shake his head, flinching as Koschei's body was wracked by another bout of violent coughing. This time a few drops of blood dripped down his chin.

"I tried... but it's so..."

"Shh... It's going to be fine. I'll figure this out. I promise, just-"

Koschei shook his head sadly.

"Tried..." He drew in a labored breath. It was taking him far too much effort now. "Can't...hold it...'m trying..but it hurts!...so tired."

He gasped again, but this time he couldn't quite seem to get enough air.

"No, no, no. Just wait- Please! I can help you. I just- Please." The Doctor pleaded as Koschei's eyes began to fall shut. "You can't!"

"Shhh..." Koschei replied too softly as his body began to slump to the side. The Doctor grabbed him and pulled him close.

"No, just..." He cradled his old friend's limp body close to his chest. He was still. No longer struggling to breathe. No double heart beat in his still chest. "No!" The Doctor shook his head, ignoring the tears trickling down his cheeks. "No, you'll wake up. You're not gone." He pressed a tender kiss to Koschei's forehead. "It's just a dream."

.

A/N: Sorry. I know. I'm sorry. Thank you for reading this, special thanks to Mabudachi-trio for reviewing. As always I would love to hear what you all think of this. Feedback helps me write. I think I've just bummed myself out now... I can't remember what else I was going to say. Crap! Oh, well...