The group had found a train shed to safely hide in, and as soon as they were secured, Freya was told to lead the group by her father. And when she asked why, he told her the group would be scared, confused and disorientated. She realised her father had a point because when she looked at them, one of the men were talking about what happened to Stan, Rigsy was explaining to someone else about what he'd recently seen, and, to her surprise, Alexia had found a rusty chair and was sitting on it. She had her hands over her face and the feeling of panic, shock and fear was coming from her. Well, this was her aunt in her early days of adventures, barely used to what usually came with the time travel.

"Alright, I'm on it." Freya replied and turned to George, the one who had been panicking over Stan's death. Gaining his attention, Freya told him to keep a lookout, but to stay well away from the walls. George did what he was told to do, though as he moved away Freya saw his Timeline suddenly shorten significantly. She frowned, wondering if she had just sent him to his death. And if that wasn't enough she had to deal with Fenton being in her face.

"He will do no such thing until I get some answers," he argued. "Who are you? That's what I want to know. Impersonating government officials and trespassing on council property."

A bemused Freya glared at the man.

"Seriously?" Oswin said.

"Seriously!" Fenton replied.

"Since when has Torchwood been a part of the government?" Alexia asked, joining Freya and Oswin.

"It's not. He just thinks it is." Freya told her.

Fenton scowled and folded his arms. "I'm waiting." He demanded.

Once again Freya glared at Fenton, her blue eyes becoming penetrating and as cold as ice. "Fine, you really want to know? We are your one chance at making it out alive. That's who we are!"

The community service officer appeared satisfied as he backed down, yet was feeling confused.

"Well done." The Doctor uttered proudly.

Ignoring him, Freya turned to Rigsy and asked him how well he knew the area.

"It's the old Brunswick line," Rigsy answered her. "But it's not safe."

"Well, there's safe and there's safe." One of the men spoke up. His name was Al.

"Yeah, I know it. I used to go down there all the time." Rigsy added.

Fenton scowled at the boy and Alexia felt it would become permanent if he continued to do so. "Yeah, I'll bet you did. Painting your filth." He growled.

Freya sighed, exasperated.

"Yeah, well you might be glad he did," Oswin snapped at Fenton. "If those things come in here that's the only way out."

Feeling her girlfriend's anger, Freya put her arm around Oswin's shoulders and led her away from the infuriating man.

As time ticked on, a nervous Alexia watched on as Freya Sonicked a loudspeaker in an attempt to 'talk' to the creatures. They had discussed doing this in a bid to find out what they wanted. Wasn't it obvious what they wanted though? It was always something silly like an invasion or wanting to rule the Universe. But with these things were just killing people in horrible ways. And after the way Stan died it reminded her of a book she once read in the School library. It was a young adult horror story about a house that sucked people into its walls. It was a weird and creepy story and it left a lasting memory.

"Alexia, are you okay?" J.D asked in her ear. He only asked because he hadn't heard her speaking for awhile, not to mention she was out in the field and he couldn't do anything to keep her out of danger.

"Yeah," a distracted Alexia replied. "Yeah, I'm okay."

"Are you sure?" J.D continued to question. "It's not easy being thrown into the deep end."

Alexia frowned when she noticed his accent take on a slightly stronger Donna-like London accent. She realised it wasn't just John asking if she was okay, but the Donna part of him was asking as well. "It's terrifying," Alexia replied honestly. "It's just so bloody terrifying. I'm not used to staring death in the face and it's terrifying." She was silent for awhile as she watched Freya continuing to work on the loudspeaker. "How are Jaime and Rose?" She now asked, anxious over her daughter's wellbeing.

"The TARDIS is doing her best to keep them protected," John told her. "They'll be okay. As for these creatures, it won't be long 'til we've sorted them out. We just have to figure out what they want." He assured her.

Alexia sighed. "World domination, probably!" Was her reply and she gave a hint of a smile when she heard the Half-Time Lord chuckle. Suddenly, a loud reverberating noise came out of the speaker causing Alexia to jump in surprise. "What the hell is that noise?" She asked.

"They're replying." Freya said, furrowing her brows at the language coming out of the speakers.

"What are they saying?' Oswin queried, wondering why she couldn't understand them despite the TARDIS' ability to translate languages.

"It's a number. Fifty-five." The Doctor was heard to utter.

"Fifty-five? What does that mean?" A now confused Oswin asked.

The Doctor had a few theories on what the number meant, while Rigsy thought it was the number on the back of Stan's jacket.

"They're gloating." Fenton growled.

"We don't know that." John said as if the man could hear him.

"Could be an apology." Oswin theorised but Alexia shook her head. Evil world dominating creatures like Daleks, Cybermen and Sontarans rarely apologised. Why should weird 2D creatures do the same?

"Really? That's nice of them!" Al replied sarcastically.

"An apology?" Fenton scowled at Oswin. "Are you seriously…"

He was interrupted by the loudspeaker going off again and huffed out in annoyance when Freya hushed him up.

"Two two. Twenty-two." The Doctor translated.

"Twenty-two." Oswin relayed.

"That's George." Rigsy cried out, looking over at George who was still keeping watch.

"Looks like your number's up, George," Fenton quite happily called out. "Now they're threatening."

"Or maybe they're showing us they can read." Freya corrected, completely exasperated with the man's attitude at this point.

While Fenton and Rigsy started sniping at each other, Alexia was the only one looking at George. She was extremely worried for him considering he was on his own. She made a move to join him, but barely took a few steps when she noticed an odd shimmering on the wall beside where George stood. And she stood still when both Doctors gave her a warning not to move.

Alexia frowned at what she was seeing, and then she spotted it. The tiniest jerking motion from George, then he wasn't moving anymore, just stood in an awkward way. "NO!" She cried out, eyes widening followed by her putting her hand over her mouth.

The arguing stopped and she was joined by Freya and Oswin.

"George?" Oswin called as if she expected an answer.

Freya furrowed her brows as she attempted to feel his emotions and thoughts. Yet she couldn't feel anything from him. George was gone. She felt sad and guilty about this. "I'm sorry." She uttered sadly. Suddenly the flattened image of George melted into the wall. "Run, into the tunnel!" Freya ordered the remaining group and pulled Oswin and Alexia with her.

The remaining group ran into a disused tunnel in order to be as far away from the creatures as possible. Freya lamented over George's death and her dad told her it was best not to linger over it. Alexia argued that people were dying and they couldn't just forget it. The Doctor snapped at the woman, telling her that nobody was ever going to forget those who had died. After that telling off, a blushing Alexia stayed silent. Freya asked what ideas her father had next and he told her to give him a minute.

In the TARDIS a curious J.D was watching the Doctor making a gadget. "What are you doing?" He asked.

"Something that will help them." The Doctor answered his brother.

Back in the tunnel the group had found a door, but they couldn't get it open. Meanwhile, Rigsy was admiring one of his works of art on the tunnel wall. Oswin and Alexia noticed what he was doing and joined him. "It's one of mine," he told them. "Do you like it?"

"Yeah, it's not bad." Oswin answered him.

Alexia nodded her head. "Very expressive," she said. "Though I'm not sure if he agrees." She nodded her head towards a scowling Fenton.

The two females overheard the Doctor explaining what he was doing about restoring dimensions on a small scale, much like door handles.

"So it's a deflattener?" Oswin asked as she and Alexia joined Freya by the door.

"Nah, doesn't sound Doctory enough." Alexia added. "How about 2D Replacer?"

An annoyed grunt was heard from The Doctor. "We're not calling it a deflattener or a 2D Replacer." He replied. Freya felt something in her bag, so she opened it and pulled out something that resembled a calculator with added extra bits. "That should be able to restore dimensions," the Doctor told the girls. "You see what I've called it?"

They did as it was written at the bottom of the device.

"Two D Is, Two Dee Iz?" Oswin tried to pronounce.

"Does it go 'ding' when there's stuff?" Alexia asked, smirking when she heard J.D chuckling. Even Freya giggled. Oswin frowned when she didn't get the joke.

"No, it does not!" The Doctor replied, all too seriously. "And it's called a TwoDis." They heard the Doctor let out an exasperated sigh. "Why do I even bother? Well, give it a go!" He encouraged Freya to use the gadget.

The group stood back, watching as Freya used the TwoDis on the door, green Ray's emitting from the gadget. None of them noticed Fenton had taken a dizzy spell of some sort. He was shaking his head and blinking. Seconds later he seemed fine again and he appeared to be extremely interested in what was going on.

Unfortunately the TwoDis sparked and died, causing Freya to swear in annoyance before shoving the gadget back into her bag in order for the Doctor to take care of it.

"I suppose we'll have to find another way around." Alexia said, placing her hands on her hips and she stood with her back to the tunnel. She was doing her best to ignore Fenton who had suddenly started hovering near her.

Then an alarm going off in the TARDIS made her jump in shock and Freya asked what was happening.

"I don't know how, but they're doing it again," the Doctor explained. "They're leeching the TARDIS."

"But how?" Freya groaned out. "The doors are closed."

"They changed the frequency. This time it's different." He replied.

A worried expression appeared on Alexia's face while Fenton doubled over, grimacing. "What about Jaime and Rose? How are they?" She asked.

"Still the same." The Doctor answered.

"Getting weaker." John truthfully stated, ignoring the scowl his brother was giving him.

"Then we really need to stop them." Alexia said.

Freya nodded in agreement, noticing the wide-eyed look of worry on Fenton's face, which was just plain weird. His feelings were odd and when she dared to check his thoughts they seemed…different. "Right, yes. Good point." Freya said and turned to the three men who weren't in the know. "Listen up you three," she spoke to the men. "The Doctor thinks we might be in trouble. He thinks they might be close."

"Where might they be?" Fenton asked and to everyone's confusion he actually sounded concerned.

"We don't know," Oswin answered him, her eyes narrowed at the man. "He's not sure."

"But he's getting too many readings to figure out." Freya added.

Fenton huffed at their words. "Well you better figure something out, because we don't have a lot of time!" He said. Everyone was staring at him now.

"What do you mean by that?" A suspicious Freya asked. She had a feeling Fenton wasn't himself anymore.

"I'm saying you need to figure this out sooner rather than later!" Fenton answered the young Time Lady. "Because…" It was then that he noticed movement out of the corner of his eye and his eyes widened. "Watch out!" He shouted, roughly pushing Alexia out of the way. Fenton found himself being caught by something and he heard Alexia screaming. Everyone watched in horror as poor Fenton was dragged away by a giant hand.

"Of course, the next stage. 3D." The Doctor was heard to utter and further down the tunnel they could see things moving.

"Are you okay, Alexia?" J.D asked the woman as Oswin helped her up.

"That was a bloody great big hand!" She cried out and shuddered when she realised she could have been the next victim of these creatures.

"Dad! The door handle's been flattened." Freya told her father. Luckily she was handed the TwoDis, which was now working much better. The handle was returned to 3D form and once Rigsy opened the door the group ran through it to find safety.

On the other side of the door, Freya stopped to reflatten the the handle. But to her dismay the creatures just zapped the door handle back the way it was. The group ran.

"They have new ability, of course they have!" The Doctor ground out. "Now they're 3D, they can restore dimensions."

Once they felt they were in a safe place, the group stopped for a breather.

"What happened to Fenton?" Rigsy asked.

"What? Didn't you see?" Al answered him. "Those things took him!"

Rigsy shook his head. "I meant before he was taken," he reiterated. "Because that wasn't the Fenton we know. He was acting as if he cared. Fenton never cared."

"He was always grouchy." Al added.

A frown appeared on Freya's face as a thought came to Mind.

"Yeah, he did sound a bit unusual." Oswin spoke. "Almost as if he had a personality change."

"I suspect Fenton was taken by something," The Doctor stated. "What that something was, I have no idea."

Alexia had also been in deep thought and now she realised what Fenton actually meant. "No! He wasn't talking about us," she said. "It's not us that's running out of time."

Freya nodded thoughtfully. "His Mind and emotions felt different." She added.

That did it for Alexia. "John, can you go and check on Jaime, please." She requested.

"Will do." John replied and was heard hurrying out of the console room.

"Who's Jaime? Is that your daughter?" Rigsy asked Alexia and she nodded her head. "So who's Rose then?" Was Rigsy's next question. He only asked because Alexia seemed constantly worried about them.

"Rose is my mother," Freya answered him. "She and my sister have…extra abilities. And they're both in a situation where these creatures are leeching energy from them as well as the TARDIS. I think my sister just about had enough willpower to take over Fenton's body and save aunt Lexy in the process. But now we have to stop these creatures as soon as possible."

Rigsy looked like he understood everything Freya said, but poor Al just looked confused.

The group continued on moving through the tunnel system until The Doctor spoke up, sounding grave. "Do you want the good news or the bad news?" He said mainly to Freya, but Alexia and Oswin were listening in.

"What more bad news could there possibly be?" Oswin asked in disbelief.

"There is good news too!" Freya corrected. "What is the good news, dad?" She asked her father.

"I've come up with a theoretical way of sending them back to their own dimension." The Doctor explained.

Freya stopped in her tracks causing everyone else to halt too. "That's brilliant!" But she didn't get too excited. "So what's the bad news?" She now asked.

"The TARDIS doesn't have enough dimensional energy to pull it off." He told them and Freya groaned.

"What do you want us to do?" Alexia questioned the Time Lord.

"Apparently these things can pump it out as fast as they can steal it." The Doctor muttered.

Oswin rolled her eyes. "Maybe if you ask really nicely, they'll fill you up again." She sarcastically uttered.

"No, of course we can't!" The Doctor growled back, angered when it seemed he had run out of ideas. But then he thought about what Oswin just said while Freya could sense what he was thinking.

"Dad? Are you getting an idea?" She asked.

"Bare with me, I'll be back in a bit!" And they heard him hurrying off somewhere.

"Dad? Dad!" No answer.

"Where'd he go?" Rigsy asked.

Freya shook her head, pretty much unsure herself. The group was about to continue walking until they heard the faint sound of a train horn down below.

"Wait, is that a working track tunnel down there?" Oswin asked, peering over the edge of a rail.

"Sounds like it," Freya answered, furrowing her brows. "But considering what's going on, it's not a good idea for these trains to be passing through. Is there a way down?"

Rigsy did a quick search and found a set of ladders to the tunnel not too far away.

"That is so cliched!" Alexia muttered with a roll of her eyes.

They all carefully climbed down the ladder and by the time they all set foot in the tunnel the train had passed by. Though they could hear yet another train speeding through the tunnel. So Freya used her Sonic Pen to set the light to red in order to stop the train. When it did stop, the driver got off and asked what was going on. He was shown what appeared to be a Torchwood I.D and told there was danger ahead.

"What sort of danger?" The train driver asked, the name tag said his name was Bill. He peered further up the tunnel. "Is there some sort of blockage? If there is I could use the train to shift it. It's not in use."

"No!" Freya shook her head and caught Rigsy before he could run to the train cab. "Not a good idea." She had a feeling if they tried that, the train wouldn't survive. "For now we leave the train where it is and we get away from danger."

The group, now up by one, ran away to find safety.

They had found an office to take refuge in and when they felt safe enough, Rigsy, Oswin and Alexia explained to driver Bill what exactly had been happening.

Meanwhile Freya wondered if her dad was back from wherever he'd gone and was attempting to get in touch with him. When vocal questioning didn't work she tried telepathy. *Dad? Where are you?* She mentally called out. *Do you have an idea or not?* She could sense his annoyance at her impatience. Freya sighed and leaned against a bench, waiting.

"They wear your skin?" Bill the train driver was heard to exclaim. "This is insane."

"I can't believe I'm saying this, but I preferred them when they were flat." Al nervously stated.

"Flat?" Bill questioned.

Freya was joined by Oswin. "What are we doing? Why are we just waiting around?" She asked her girlfriend.

"Something you said obviously gave dad an idea. The TARDIS needs energy and those creatures have plenty of it."

Oswin frowned in thought. "So maybe he should trick them into giving the TARDIS energy."

Narrowing her eyes, Freya thought over what Oswin just said. Then she gasped and her eyes widened before she turned to Oswin. "Trick them? Yes, that is good. But how?" She wondered. "There must be a way."

"I have a suggestion," Alexia spoke up, waiting for them to gain her attention. "How about we get the resident artist to make something." She nodded towards Rigsy. "Trick them with whatever he makes. I'm sure they won't know the difference."

The little group put their heads together with various ideas, but they soon came up with something appropriate. By the time The Doctor and John returned, the group were busy creating their masterpiece.

"We've been talking and we've come up with an idea," The Doctor spoke up. "It's a bit complicated but I think we can…" He stopped talking when he saw what was happening on the screen. "What are you doing?" He asked, dumbfounded.

"We're creating a fake door." Freya explained. "Maybe they'll think it's a real one and try to open it. We'll place the TARDIS behind the fake door."

John chuckled in amazement. "That is a seriously brilliant idea. Better than what we were thinking of. Who's idea was that?" He asked.

"It was mainly Oswin's idea," Freya answered her uncle. "We just came up with the extras."

John grunted at this. "You caught a smart one there." He complimented. Freya smirked happily while Oswin's face turned a shade of red.

Once the group had finished their masterpiece they pasted it onto the wall of an access tunnel and placed the even smaller TARDIS on a little ledge on the other side. Then they hid and waited as the creatures came along and fell into the trap by attempting to open a fake door.

"What if it doesn't work? What if they kill us?" Al worried.

"This is going to save us? Pumping energy into the wall?" A confused Bill asked.

"No," Freya shook her head. "It's not being pumped into the wall. It's going THROUGH the wall." She corrected. "To beat the enemy you've got to use their power against them. That's what my dad does all the time." Red energy was striking the tiny TARDIS but they couldn't see any difference yet. "They can't restore three dimensions to a door that never existed." Freya added.

As they watched, they saw the Time Machine wobble slightly.

"It's working!" Oswin stated excitedly.

"Yes, I would very much say so!" The Doctor uttered as he and his brother watched the console light up. He could just about sense the TARDIS becoming revitalised with the energy that was being pumped back into her.

Outside, the group could see the wobble of the small TARDIS get more prominent before it began to lift off and grow in size. Then it disappeared off into the tunnels. The group hurried to catch up with the Time Machine.

In the newly revitalised TARDIS, the Doctor adjusted his suit jacket and began to address the energy stealing creatures. "We tried to talk, I want you to remember that. We tried to reach out. We tried to understand you, but I think you understood us perfectly."

Alexia could hear the Doctor speaking in her ear and realised he was going for one if those epic speeches he was fond of.

"And I think you just don't care. And I don't know whether you're here to invade, infiltrate or replace us. I don't suppose it really matters now. You are monsters. That is the role you are determined to play. So it seems WE must play OURS." John grinned, happy that he was being included in his brother's brilliant speech. They both exited the TARDIS to confront the wobbly looking 3D creatures that were being kept back by a shield created by the TARDIS. J.D noticed they'd been joined by Alexia, Freya, Oswin and the others. "The men who stops the monsters. We're sending you back to your own dimension. Who knows? Some of you may even survive the trip. And if you do, remember this. You are not welcome here. This plane is protected. I am The Doctor…"

"And I'm Doctor Smith." John added.

"And we name you The Boneless." They both said together and they pointed their Screwdrivers rather threateningly towards The Boneless.

But before they could use their Sonics to banish the creatures, the TARDIS door slammed open and out bounded a golden furred Wolf with shining eyes. She snarled as she was joined by a bird literally made of fire. Everyone stared at it in awe as the bird flapped her wings, heat wafting off them. Then the Wolf howled and the bird of fire cawed loudly. Their cries sent pulses of energy towards The Boneless and the creatures were sent back to their Dimension with a screech. After that everything seemed to settle down.

The Wolf growled one last time before transforming back into her humanoid self in a golden flurry.

The bird of fire landed on her feet and in a flurry of fire transformed back into her humanoid self as well. Jaime shook her head and stumbled dizzily, feeling completely disorientated. "Woah, tha' is the weirdest feelin' I've ever felt!" She muttered, unsure how it had even happened.

"Jaime!" Her mum cried and she found herself engulfed in a firm hug. "I'm so glad you're okay." Her mum continued and they were joined by J.D. Out of the corner of his eye he saw his brother and niece hugging Rose.

The humans stood to the side looking completely awestruck. "That was awesome!" Rigsy stated.

Bill the train driver shook his head. "I think I'm losing my Mind!" He uttered, feeling puzzled.

The TARDIS materialised back onto the wasteland and the door opened, letting out Rigsy, Bill and Al. The three humans looked completely dumbstruck as they looked at the TARDIS. Well, they had just been in a bigger on the inside Time-ship disguised as a 1960's police box. They were followed out by J.D, Jaime, Freya and Oswin. Suddenly being reminded of something, Rigsy pulled out his mobile and went off to call his mum. The train driver and Al were still gawping at the TARDIS.

"You two alright?" Freya asked out of concern.

"I'm alive!" Bill exclaimed. "And I've been inside that thing…" He nodded at the TARDIS. "I think I'm up on the deal. Come here." He hugged Freya and Oswin individually. "Thank you." He noticed Al still looked completely shocked and chuckled to himself before walking away.

Jaime smirked at all the thoughts that were running through his head. "Hey, Al, what's on your Mind?" She asked the man she recognised as Jeff the Paramedic from 'Casualty'. She knew that both 'Doctor Who' and 'Casualty' both filmed in Cardiff.

The poor fella finally took his eyes off the TARDIS and looked at the Time Travellers. "Half of my mates were killed by alien creatures, there's a spaceship that's bigger on the inside and two people turned into animals. I don't even know what's going on anymore!"

Freya and Jaime could feel he was panicking quite a bit.

"Look on the bright side," John spoke up. "You survived. You lived to tell the tail."

The confused Al just nodded his head in reply and walked away in a daze.

"I dinnae think he's handlin' this very well." Jaime said.

"No," Freya sighed, looking away from him. "He's just going to go off the rails even more."

Oswin turned to her girlfriend. "Is that what you saw in his future?" She asked, sounding horrified and Freya nodded her head.

"Och, one man goin' off the deep end doesnae mean the end. At least he helped save the world." Jaime spoke up, apparently seeing a lot more happening for Al in his future.

Having finished speaking to his mother on the phone, Rigsy returned to the Time Travellers, waves of happiness washing off him.

"Oi, oi, it's the Boy Wonder!" The Half-Time Lord uttered with a grin.

Rigsy smiled, blushing.

"You did a pretty decent job at saving the world today," Freya told the boy. "I can't wait to see what you do next."

With those words, Rigsy felt even more humbled. "Thanks, it's not going to be easy. I have a Wolf and a bird made of fire to live up to."

Jaime watched him, listening to his thoughts and feeling his emotions. It was clear he had a lot of questions to ask. "What's on your Mind?" She also asked Rigsy.

"Well, it's just…" He shifted awkwardly on his feet. "What I saw down in that tunnel I've only ever seen in things like 'X-Men' and 'Animorphs'. Are you all shapeshifter's?" He asked them.

Oswin snorted laughter while Freya shook her head. Rigsy felt even more confused.

"No, we're Time Lords," J.D answered the boy. "Well, except for Oswin as she's human. But the shift into animal form for Rose has been part of her biology for quite a long time now. Her only form is a Wolf as she's known as the Bad Wolf."

Nodding his head, Rigsy realised the graffiti tag on the wall had been intended for them. "What about you?" He asked Jaime.

The Scots-girl shrugged her shoulders. "I dinnae know," she replied. "It's the first time it's ever happened and I'm not sure how. Could be because if all the energy I absorbed from The Boneless."

John put his arm around Jaime's shoulders when he sensed she was confused about herself. And that took some doing!

"Okay," Rigsy said, his brows furrowed. "It was great meeting you all. And it beat being stuck in Community Service all day."

Freya chuckled. "You too." She said and hugged him for a moment. She let him go and they watched the boy walk away. "C'mon, let's go." Freya said, holding Oswin's hand and they walked back into the TARDIS.

John was just about to do the same until Jaime shuddered. "Are you okay?" He asked his bond-mate.

"Aye," Jaime muttered as she glanced around the wastelands. "Just felt like someone was watchin' us." She said.

Eyes narrowed suspiciously, John also looked around before he guided Jaime and himself into the TARDIS. The Time Machine took off with its usual Vworping noise.