CHAPTER 37

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RISE OF THE CARRIONITES

"We need to get down there now," The Doctor said in an anxious voice as he watched the nanites reshaping Lilith back on Earth.

"I'm already way ahead of you, Doctor, so keep your shirt on. If you really want to that is. You don't have to on my account though," Oswin said with a seductive grin as she quickly entered coordinates into her TARDIS.

"Oswin, I am so not in the mood for that right now," The Doctor snapped as he continued to watch the monitor with growing worry on his face.

"I'm just trying to keep you from worrying so much. It's supposed to bolster your spirits because I know that you're worried about her," Oswin said with a serious look as she saw his eyes focusing on Clara as the others all ran from Lilith in a panic.

"Why didn't you just rescue the others like you did us, Ozzie, then we wouldn't have to be worried at all?" Jack asked.

"Well, I was really kind of hoping that they would catch the Monk and put a stop to him since they outnumbered him, but that obviously didn't work out very well did it?" Oswin said with a frown.

"How did you know to rescue us anyway? Have you been stalking me?" Jack asked with a grin.

Oswin grinned evilly as she said, "Yes, actually but only in a good way. Rayna knew that the Monk was up to something on Earth, and she knew that the Doctor being the Doctor would inevitably stumble onto it whatever it was sooner or later so she asked me to watch over all of you until then. She told me to stay out of things unless I just absolutely had to intervene in order to help you because she didn't want the Monk to know that the Time Lords were watching him. I guess I'm about to blow that now, eh?"

"Why just you though? Why didn't the Time Lords send more people?" Jack asked curiously.

"It's because they don't consider Earth important enough to send more than one Time Lord to look after it. That's why," The Doctor said with a frown as his eyes never left the monitor.

Jack looked at them in disbelief as Oswin nodded.

"Unfortunately it's all true, Jack. It all went exactly like he said. Rayna tried to argue with the High Council about it, but they would only agree to send me. To be honest, they didn't even want to do that, but the Master threatened to take over the planet if they didn't at least let me go help," Oswin said with a chuckle.

"The Master willingly tried to help the Earth? Now that I would have paid to see," The Doctor said in disbelief.

"He only did it because it was so important to Rayna. He could care less about humanity. You know that. He only wanted to save them because she does," Oswin admitted.

"That sounds more like it, yeah," The Doctor said.

"So let me get this straight. The Monk, a renegade member of their own people, is threatening to turn the entire human race into Daleks, and they just send one person to save them all? I'm officially starting to really dislike the Time Lords right now," Jack said with a frown.

"Yeah, I know. They're not all as sweet and loving as I am that's for sure," Oswin admitted.

"There's the understatement of the millennium, Oswin. That's one of the reasons that I left Gallifrey. They never wanted to step in to stop anything no matter how bad it was. I had hoped that after the Time War that they would have changed, but obviously they've gone right back to their old ways again," The Doctor said as he continued to watch Clara run with a quiet look of desperation on his face.

"We should be landing soon, Doctor," Oswin said as she saw the Doctor practically ripping holes in her console from gripping it so hard.

"I just hope that it won't already be too late when we do," The Doctor said.

Back on Earth, Lilith started to laugh as she said, "Yes! Oh, yes!"

She smiled in triumph as the nanites came flowing out of her mouth once more and hovered in the air in front of her. Then to the horror of the still watching Susan she changed from human back into her Carrionite form and laughed with joy.

"You failed, Mortimus. You tried to change me into one of the Daleks' puppets, but all you did by trying to rewrite my biology is succeed on undoing the locks that my mothers placed on my power and finally freed me at last. Your nanites are mine to do with as I please now, Monk, and soon you will be too."

The evil look on her face as she said this immediately made both of Susan's hearts break. She had lost her best friend, her sister, forever.

"Susie, hurry! We've got to get out of here before she remembers that we're still here," Amelia warned.

"Lilith. Oh, Lilith, I'm so sorry," Susan said in a heartbroken sob.

If Lilith heard her, she made no move to acknowledge her as she said to the nanites, "You have new orders now. Eat a hole through that door and don't stop until you find the Monk. Once you do, force him to come to me. I want to have words with him."

Lilith cackled as the nanites started to do exactly as she ordered. Then she turned to look at the others as they finally found an exit out of the long hallway that they had been trapped in up until now and started to run through it.

She briefly smiled and then walked through the huge hole that the nanites had just made in the wall for her. She had an annoying little pest to teach the error of his ways.

"She's gone. I can't believe that she's really gone," Susan said in despair as Jenny forced her to come along with the others.

"You don't know that, Susie. There might be some part of her left that still cares about you deep down," Donna said encouragingly.

"Why do you care? You never liked her. You never even gave her a chance. Maybe if you had, she wouldn't have wanted to find a way to fix herself so badly," Susan said as she began to turn on her.

Donna looked at her guiltily as she said, "Maybe you're right, Susie, and if that's true then I really am sorry. I just didn't want her to turn out to be rotten and break your heart. I was trying to look out for you, but I didn't do a very good job of it apparently."

"It looks like I didn't either. I'm sorry too if I helped to drive her to this," Amy admitted.

"I don't think that you two should be the ones feeling guilty, Ames. She hated being just like me so much that she practically sucked the nanites down with a straw," Clara said with a sigh as they finally found the TARDIS at last and raced towards it.

"Well, there's an amusing mental image, isn't it? They tasted so awful going down that maybe I should have tried a straw," Lilith said with a sinister looking smile on her face as she suddenly appeared directly in front of the TARDIS holding a barely unconscious Monk up by the neck with one hand while the nanites hovered next to her other one.

"Lilith?" Susan asked in a frightened voice.

Lilith ignored her as she said, "It seems that our dear friend, the Monk, here wanted to remake the entire human race into Daleks with his, I mean my, nanites. In fact, he just finished telling me an amusing story of how the Celestial Intervention Agency, a secret group among the Time Lords with their own agenda and with agents in all levels of the government apparently, hired him to do exactly that. It seems that my nanites used to be theirs, and they wanted to test them on Earth first before they used them to their own ends. Making the humans into Daleks was to throw the non-corrupt Time Lords off of the trail and make them think that the Daleks were behind it all. I hate this lot already. They're even more devious than my species."

"Y – You haven't beaten me yet, you Carrionite filth," The Monk said in a weak voice.

"Really? I thought I was doing a pretty good job of it up until now myself," Lilith said with a smirk.

That was when Oswin's TARDIS finally landed at last, and Oswin quickly emerged from it along with the Doctor and Jack.

"So that's why the High Council was fighting the idea of sending someone to Earth so much. I knew that something was fishy about that," Oswin said in anger.

"Doctor!" Clara shouted with joy as she rushed into his arms and gave him a passionate kiss.

Then she slapped him in the face as hard as she could as she said, "You scared me to death. Do you know that? I thought that the Monk had killed you or worse when we couldn't find you. Don't ever rush off by yourself without me again!"

"Yes, Boss," The Doctor said as he rubbed his face and winced.

Then she grabbed him and kissed him again as Jack said, "Talk about mixed signals."

"He deserves it if you ask me. Posing as a bow tie salesman? Really?" Oswin said with a frown.

"This conversation is about to quickly become moot very soon now because you're all about to be dead," The Monk said as some of his earlier cockiness returned at last.

"Tell me why that is again, Time Lord. It seems to me that I hold all of the cards right now. Not you. You seem to be a little bit confused about who exactly is at the mercy of whom right now?" Lilith said with a chuckle.

Then they all heard the sounds of several Dalek blasts going off nearby which were quickly followed by several of the walls around them collapsing at once. A small army of Daleks flowed into the room now as the Monk began to laugh in triumph.

"Didn't any of you ever wonder what happened to all of the employers of my company when you saw how empty this building was? They were my first test subjects," The Monk said.

"EXTERMINATE! WIPE THEM ALL OUT EXCEPT FOR THE CREATOR!" One of the Daleks ordered the others as they all flew into the room.

"Creator? Does Davros know that you're after his job?" The Doctor joked.

"Now is not the time to make jokes, Chin Boy. Now is the time to run," Clara said as she stared at him in disbelief.

"Run? Why should we do that? I have the situation well in hand," Lilith said as she gestured at the nanites and gave them a silent order.

The Monk began to become alarmed now as he shouted, "Destroy the nanites before they touch you!"

"Oh, but it's already too late, my dear Monk. It's far too late to do anything to stop me now," Lilith said as she threw the Monk into one of the few standing walls like a sack of potatoes knocking him out instantly.

Then the others watched with growing fear as the nanites began to start changing the Daleks into perfect copies of Lilith. She laughed as her new 'sisters' quickly turned against their former Dalek allies and started to attack them even while the nanites continued to change the rest of them.

"Now the new template for my nanites is me. Soon I will have an army of Carrionites at my command," Lilith said as she looked at the others with an evil smile.

"Lilith, this isn't you. I know it isn't," Susan protested as she began to cry.

"It is me though, Susan. It's always been me. The woman that you knew before was the one who wasn't me. She was just a copy of your mother and nothing more. Just because you don't like what you see doesn't make it any less true," Lilith said.

"You're my friend! I know that you are! You told me that you loved me!" Susan protested.

"Not me. That was the other Lilith, the one who doesn't exist anymore. Get used to it," Lilith said.

The Doctor looked at her with a furious expression on his face at the way that she was breaking his daughter's hearts as he said, "So you're going to use the nanites to create an all new race of Carrionites based on you so that you can free your people. Is that it?"

"You've got it in one, Doctor. You clever boy," Lilith said with a warm smile.

"Hey, that's my name for him," Clara protested.

"What does it matter, Miss Oswald? Soon none of that will matter anymore to me," Lilith said as she watched the last of the Daleks become converted into copies of her by the nanites.

"We've got to stop her now before she frees the Carrionites and turns this world into a living nightmare," The Doctor warned.

"No! No one touches her!" Susan screamed as she got in-between Lilith and the others.

"Susan, get away from her. She isn't the person that you knew anymore," The Doctor warned.

"I can save her. I know I can. There must be some part of her that I can still reach somehow," Susan protested.

Lilith quickly grabbed Susan by the waist and said, "You should have listened to him I'm afraid."

"Let her go. Doesn't any part of you still care about her at all anymore?" Clara said in anger.

Lilith ignored her as she said to her new army, "Now cast the spell to free our sisters at last. Do it now before they can stop us."

"Lilith, don't," Susan said in a terrified voice.

She was completely surprised when Lilith whispered, "Trust me."

Susan began to smile because she did. She had never stopped trusting her. Not really. She was always sure that she would wind up doing the right thing in the end.

The Doctor meanwhile wasn't sure of that at all as he began to use his sonic screwdriver to attempt to negate the Lilith clones' chanting by knocking down several more walls.

"What are you doing, Spaceman? Are you trying to get the roof to fall in on us and kill us all?" Donna asked in disbelief.

"Well, that would stop the Liliths wouldn't it? Of course it would also stop us too," Amelia said with a grin.

"He's obviously trying to change the shape of the room in order to stop them. He hopes that it will throw off their incantations," Jenny correctly guessed.

"She obviously inherited the brains in the family, Doctor. It won't work though because it's already too late. The die has already been cast. Now my sisters are finally free at last!" Lilith proclaimed while Susan looked at her in confusion.

"Where are they then?" The Doctor asked smugly as he saw no portal opening up to send billions of screaming Carrionites into the room.

"I never said that I set them free here, Doctor. I kept my word to you. I set them free in another universe just like you did to your own people. Now I have to go with them," Lilith said as she gestured towards the Doctor's TARDIS.

Moments later, the TARDIS doors opened and the crystal ball containing her mothers floated into her hand.

"That's impossible. You couldn't be powerful enough to make the TARDIS obey you like that," The Doctor said in shock.

"I'm not. I simply asked her to let me have my mothers back and she agreed," Lilith said.

The Doctor looked puzzled by this as he said, "There's no way that she would agree to that unless . . ."

Lilith smiled and let Susan go as she said, "Unless she sensed that I wasn't out to harm you."

Then Lilith ordered the nanites to reshape the copies of her back into their original human forms once again. Their job was now done after all. As soon as this was done, the humans quickly fell asleep from the exhaustion of being changed so much in one day.

"Okay, I am so confused right now. Raggedy Man, explain!" Amy ordered.

"Lilith was pretending to be her old self again because she was afraid that I wouldn't let her use the nanites to free her sisters otherwise and she's right. I wouldn't have. You took a big risk, Lilith. You might have still accidentally released them all into this universe and gotten all of us killed," The Doctor said in disapproval.

That wasn't the only reason and Lilith knew it. She had also been pretending to be her old self again so that it would be easier for Susan to let her go when the time came for her to go home. She couldn't stand making Susan so unhappy though so she had broken down and dropped the act for her benefit.

"No, I was sure that I had the right spell figured out, Doctor. I've been thinking about it for a long time now. Now that my people are free once more I'm going to join them. Thank you for taking me in and believing in me, Doctor, and thank you for being my friend, Susie," Lilith said as she kissed Susan's forehead.

"No, don't go. Why can't you stay?" Susan protested.

"Don't you understand? I was never supposed to be a part of your world. I don't belong here, Susan. I belong with my own people," Lilith said.

"You do belong here though. You belong with us as a part of our family. Please stay. Please!" Susan pleaded.

The Doctor could see Lilith's resolve starting to weaken even as she hugged Susan to try to comfort her. He wasn't sure if even she knew what she was going to do in that moment.

"Lilith, if that's what you want, I'll try to do a much better job to make you feel welcome here in the future. I promise," Amy said.

"Me too, Witch Girl. I'm sorry for how I acted. I was just trying to keep Susie safe," Donna said.

"I know," Lilith with an understanding smile.

Finally her face became filled with resolve as she seemed to finally reach a decision at last. She chanted and then the crystal ball in her hand vanished. As soon as it did, she assumed a human form and flashed a warm smile at the Doctor.

"So where are we going to next, Doctor?" Lilith said.

Susan cheered and hugged Lilith in gratitude while the Doctor said, "First, I'm going with Oswin to return the Monk back to Gallifrey and let them know just how corrupt that things have gotten there. Then well . . . Why don't you pick a destination to celebrate your first real trip with us as a regular?"

"I'd like that. I vote that we visit the one place on Earth that I've always wanted to see again," Lilith said.

"What's that?" The Doctor asked curiously.

"The Globe Theatre. I've always wanted to see what Will made of the place," Lilith said.

Then she leaned in conspiratorially and said, "Do you think that they'd let me act in one of the plays? I'm really very good."

"Well, you certainly fooled me by playing the role of a villain a minute ago. I'll see what I can do with the psychic paper," The Doctor said.

"Thanks, Doctor. I really appreciate it. You know I think that I might like it here after all," Lilith said hopefully as she put an arm around her new little sister who smiled back at her.

Next: River Song is suddenly appearing to Amelia in her dreams over and over again but she has no idea why. What is she trying to tell her and what does it have to do with an enormous threat to the entire universe? Will Amelia be able to figure it all out in time in order to warn her father? Plus the Doctor and Clara have a very important conversation that's been brought about by the events of this last storyline and Lilith tells Jack the truth about her role in his past.