Disclaimer: Remember the days when my disclaimers were snarky and funny? Yeah, I miss those days too.

Ch. 38:

The Doctor examined the bite on Amy's neck while Lily sat with her head on the table and a bag of ice on top of it.

They were all sitting at a table, Amy and Lily on one side, and Rory and Guido on the other.

The Doctor pointed his screwdriver at the bite and it closed up.

"You're fine." He told her. "Open wide."

He slipped a candy in her mouth and she sat there sucking on it.

"Next patient." He said, moving to Lily.

He moved the bag and she hissed in protest.

"I'm fine." She told him, her voice muffled by the table. "It's already healing. All that's left is blood. Besides I'm not the one who got himself electrocuted."

He sighed and made her sit up and look at him.

"You were unconscious." He told her.

"So were you, for longer I might add." She shot back.

"You might have a concussion." He said.

"I haven't had a concussion since I was human." She told him.

He opened his mouth again, but closed it when she glared at him.

"Fine." He said, standing up.

He began to pace and after a second gave a shout frustration.

"I need to think." He said. "Come on brain, think, think, Think!" He sat down at the head of the table between Amy and Rory. "Think!"

"If they're fish people, it explains why they hate the sun." Amy said, talking around the candy.

"Stop talking, brain thinking." The Doctor said, putting his hand over her mouth. "Hush."

"It's the school think I don't understand." Rory said.

"Stop talking, brain thinking." The Doctor repeated, putting his other hand over Rory's mouth. "Hush."

"I say we take the fight to them." Guido said.

"Ah-ah-ah!" the Doctor exclaimed.

"What?" Guido asked.

"Ah!" he said again, nodding at Rory.

Rory sighed and placed his hand over Guido's mouth.

"She's a Sister of the Water." Lily said. "Why's she on land?"

"Ah!" the Doctor said and Lily glared at him.

"So help me God, if you try to shut me up, I will shoot you." She told him.

"Right." He agreed before continuing. "Her planet dies, so they flee through a crack in space and time, and end up here, then she closes off the city and, one by one, changes people into creatures like her to start a new gene pool. Got it."

"Then what?" Lily asked. "They come from the sea, they can't survive forever on land, so what's she going to do?"

"Unless she's going to do something to the environment to make the city habitable…" the Doctor replied. "She said, 'I shall bend the heavens to save my race'." He moved his hands from Rory and Amy's mouths to their head and made them nod. "Bend the heavens…Bend…the heavens…."

He looked at Lily.

"She's going to sink Venice." They said at the same time.

The Doctor grinned at Lily and she smiled despite herself.

"She's…she's going to sink Venice?" Guido asked, not comprehending.

"And repopulate it with the girls she's transformed." The Doctor replied.

"You can't repopulate somewhere with just women." Rory pointed out. "You need…blokes."

"Not always." Lily replied. "But in this case, you're correct."

"She's got blokes." Amy said.

"Where?" the Doctor asked.

"In the canal." Amy replied. "She said to me, 'There are 10,000 husbands waiting in the water'."

"Only the male offspring survived the journey here." the Doctor said. "She's got 10,000 children swimming in the canals, waiting for Mum to make them some compatible girlfriends. Ew. I mean, I've been around a bit, but, really, that's….that's…Ew."

"Oh, please." Lily scoffed. "Because our regenerations didn't mold us into more compatible versions of ourselves. If nothing else, we look closer in age than before, which stops people from asking what a young girl was doing with a guy who was so much older. How is that any different?"

"Because we didn't do it consciously." He shot back. "And because we were doing it, not our mum's."

"Okay." Lil agreed. "Point taken."

"Thank you." The Doctor replied.

There was a loud clattering from the floor above and they all looked up at the ceiling.

"The people upstairs are very noisy." The Doctor said.

"There aren't any people upstairs." Guido replied.

"I knew you were going to say that." The Doctor said. "Did anyone else know he was going to say that?"

"I hate you." Lily told him.

"No you don't." he replied brightly. "'Cause if you did, you wouldn't say so. In fact, I'd wager you're not even as mad at me."

"Bite me." She told him.

"Maybe later." He replied as the wood creaked above them.

"Is it the vampires?" Rory asked.

"Like I said, they're not vampires." The Doctor said. "Fish from space."

"Because that distinction really helps us." Lily said.

There was a loud thump and the sound of breaking glass as the school girls entered the room. Outside the window, stood more of them, and the group quickly jumped to their feet. The Doctor brandished the ultraviolet light as Guido crossed himself.

"Aren't we on the second floor?" Rory asked, looking at the girls outside the window.

The girls came forward and the Doctor kept them back with the light. While he was holding them back, Lily pulled out her sonic screwdriver and used it to show their true forms.

"What's happened to them?" Guido asked.

"There's nothing left of them." Lily said, shutting it off. "They've been fully converted."

"Blimey." The Doctor said. "Fish from space have never been so…Buxom."

Lily reached up and smacked him across the head.

"Would you believe me if I said I missed that?" he asked. "Right, Move. Come on."

They ran down the stairs, Amy and Rory in front, followed by Lily, then the Doctor, then Guido.

"Give me the lamp." Guido called, taking it from the Doctor and using it on the girls.

Amy and Rory ran out of the door, disturbing a flock of chickens.

"Go, go, go, go, guys!" the Doctor ordered as he and Lily followed them out. "Keep moving, go, go, go!"

They heard the door close and they turned to see Guido locking them out.

"Stay away from the door, Doctor." The man called.

"No!" the Doctor yelled, pounding on the door. "Guido, what are you doing? I'm not leaving you! What are you doing?"

The Doctor used the screwdriver on the door but it didn't work.

"Lily!" he yelled.

She pushed Amy and Rory along before running to the door.

"Get in there." The Doctor ordered.

Lily laid her hand on the door, but when she went for her power, she staggered.

"Okay, maybe I do have a concussion." She said, sliding to the ground.

The Doctor suddenly realized what was in that house and what Guido was planning on doing. He grabbed Lily and pulled her up. He and Lily ran and were thrown to the ground as the house exploded.

After the explosion had died down, the Doctor helped Lily to her feet as Amy and Rory approached.

"Are you alright?" he asked his mate.

She nodded.

"My ears are ringing, but beyond that, I'm fine." She told him.

There was a roar and they looked up to see the sky filling with clouds and lightening.

"She's initiating the final phase." Lily said.

"We need to stop her." Amy said. "Come on!"

"No, no." the Doctor said. "Get back to the TARDIS."

"You can't stop her on your own." Amy told him.

"He's not alone." Lily said, stepping to his side. "Not anymore."

Lily… the Doctor said.

This doesn't mean we're alright. Lily told him. But you'll never be alone. Not if I can help it.

He reached over and took her hand and she didn't pull away.

"I can help!" Amy protested.

"We don't discuss this!" the Doctor told her. "I tell you to do something, Amy , and you do it. Huh?"

Amy glared at him and stormed off.

"Thank you." Rory said. "Both of you."

He went after Amy.

"Yeah…" the Doctor said, looking after them. "You're welcome."

"Keep her safe for now." Lily told him quietly. "He'll come around when he see that we will protect them."

"I don't know how I survived for any amount of time without you." He told her.

"Probably with a lot of close calls." She said smiling.

The Doctor smiled softly and squeezed her hand. They heard screaming and ran off.

Amy and Rory stopped by the canal, across from the school, staring up at the sky. They didn't see Francesco watching them.

"Oh, my God!" Amy said. "What is going on?"

"The sky, it's like it's boiling." Rory said.

They hesitated for a moment before continuing on. They didn't see Francesco dive into the canal.

The Doctor and Lily entered the throne room and went directly to the throne itself. They began to examine it and the Doctor opened the back to reveal complex circuitry. Both he and Lily took out their screwdrivers.

"You're too late." The Signora said, emerging from the shadows. "Such determination…just to save one city. Hard to believe it's the same man that let an entire race turn to ciders and ash. Or the woman who murdered a whole race in cold blood. But you both can now watch as my people take their new kingdom."

"You're girls are dead, Rosanna." Lily told her.

"You're lying." She replied.

"Shouldn't we be dead? Hmm?" the Doctor asked as she walked away. "Rosanna, please, help me. There are 200,000 people in this city."

"So save them." She told them as she left.

The Doctor and Lily looked at the throne before looking at each other and running out of the room.

Amy and Rory made their way through the streets, but were blocked by a wet Francesco. Rory picked up to candlesticks and held them up in the form of a cross, warding the alien off.

"Amy, run!" he yelled.

Francesco swiped the candlesticks away and advanced on Amy.

"This way, you freak!" Rory yelled. "Don't! This…this…this way, you big, stupid, great…SpongeBob! The only think I've seen uglier than you is…your mum! No…"

Francesco turned and confronted Rory.

"Did you just say something about Mummy?" he demanded.

Rory picked up a broom and brandished it, but his bravado fell when Francesco pulled out his very real sword. He attacked and Rory blocked with the broom handle.

"Careful!" Amy called. "Hit him! This way, bring him this way! Rory!"

Francesco sliced the broom handle in half, leaving Rory defenseless. He lunged and thrust his sword through a hanging drape as Rory dodged out of the way. He then wrapped Francesco in the drape, backing away.

"Ew!" he said. "You stink of fish."

Rory backed into the next courtyard.

"Well, I'm hardly going to smell of cheese and biscuits." Francesco replied, following him.

Rory tripped and fell backwards, hitting his head. Francesco leapt, changing form in midair, and landed on top of Rory.

"Hey!" Amy called from where she was standing on the stairs. "Mummy's boy!"

She held up a compact mirror and Francesco exploded in the reflected light.

"Ohhh…" Rory moaned as he wiped off the dust. "Oh…"

"That was lucky." Amy said as he stood up. "Why did you make the sign of the cross, you numpty?"

"Oh, oh, right!" he replied as he walked up the stairs to her. "I'm being reviewed now, am I?"

Amy grabbed him and kissed him.

"Now we go help the Doctor and the Phoenix." She said when she pulled away.

"Rightio." Rory replied, dazed.

The Doctor and Lily looked out from the balcony down onto the city. The bell tolled and they headed back inside.

Amy and Rory snuck through the gate as Carlo left with a bag full of stolen items.

The Doctor and Lily walked in through the main door as Amy and Rory entered through a side door.

"Get out!" the Doctor ordered them. "I need to stabilize the storm."

He and Lily ran to the throne.

"We're not leaving you." Rory told him.

"Right." The Doctor said, walking back to them as Lily sat on the throne, smiling. "So, one minute, it's 'You make people a danger to themselves', and the next it's 'We're not leaving you!'. But if one of you gets squashed or blown up or eaten, who gets-"

He was interrupted by the ground shaking and parts of ceiling falling. They all fell to the ground.

"What was that?" Rory asked.

"Don't worry about it." Lily said, picking herself up. "Just an earthquake."

"An earthquake?" Amy asked.

"Manipulate the elements, it can trigger earthquakes." The Doctor said. "But don't worry about them."

"No?" Rory asked.

"Nah." Lily said. "Worry about the tidal wave that's caused by the earthquake."

She and the Doctor moved back to the throne.

"Right, Rosanna's throne is the control hub but she's locked the program, so tear out every single wire and circuit in the throne." The Doctor told them. "Go crazy. Hit it with a stick, anything." He walked to the throne and began to check wires. "We need it to shut down and re-route control to the secondary hub, which I'm guessing will also be the generator."

"So, just for clarification, you're give me permission to kick the shit out of it?" Lily asked.

"Have fun." He replied.

Lily grinned and rubbed her hands together.

"Let's get to work!" she said.

The Doctor followed the wires from the control throne up to a device in the bell tower. As he entered, he covered his ears to block out the sound of the ringing bells.

Amy and Rory watched in fascination as Lily systematically and joyfully ripped the wires and circuits of the throne to shreds.

The Doctor climbed up and grabbed the clapper of one of the bells.

"Shut up!" he yelled. "Shut up!"

The clapper stilled and he jumped down.

"That's better." He said.

He tugged on one of the cables, but it wouldn't budge. He climbed up onto the rail and gripped the column as the rain poured down. He slipped, but regained his balance.

"Lily's gonna kill me." He muttered before beginning to climb."

Amy, Rory, and Lily ran out into the courtyard and looked up.

"There he is!" Rory called, spotting the Doctor climbing.

"I'm going to kill him." Lily muttered.

They watched as he climbed to the top and reached the giant sphere at the pinnacle.

"Come on!" Rory murmured.

The Doctor opened the sphere to reveal the device that was creating the storm. He examined it for a way to shut it off.

"Come on!" Amy and Rory chanted. "Come on!"

"You can do it." Lily whispered.

The Doctor found and toggle switch and flipped it. The rain stopped, the clouds cleared, and the birds began to sing.

Amy and Rory looked around before laughing and hugging each other.

"GET YOUR ASS DOWN HERE!" Lily screamed, making them jump. "YOU ARE DEAD!"

The Doctor closed the sphere and looked down, spotting an irate Lily. He gave a weak wave, wincing.

"Oh, she's really going to kill me." He muttered.

The Doctor and Lily found the Signora standing on a plank over the water, which was bubbling.

"Rosanna!" the Doctor called.

"One city to save an entire species." She told him. "Was that so much to ask?"

"I told you, you can't go back and change time." He told her, slowly approaching her. "You mourn but you live. I know, Rosanna, I did it."

"Tell me, Doctor, Phoenix…." She said, turning her head. "Can your consciences carry the weight of another dead race? Remember us. Dream of us."

She fell into the water.

"No…" the Doctor said. "No!"

He looked into the water as the bubbling stopped. Lily came and took his hand, pulling him away.

The townsfolk were cleaning up after the storm as the Doctor, Lily, Amy and Rory made their way back to the TARDIS.

"Now, then, what about you two, eh?" the Doctor asked. "Next stop Leadworth Register Office? Maybe I can give you away."

"It's fine." Rory said. "Drop me back where you found me. I'll just say you've…"

"Stay…with us." Amy said, interrupting him. "Please. Just for a bit. I want you to stay."

"Fine with me." The Doctor said.

"I like when someone with sense travels with us." Lily told him, smiling. "Helps me keep the Doctor in line. And Amy obviously isn't going to help."

"Hey!" Amy protested, but Lily just grinned at her.

"Yeah?" Rory asked. "Yes, I would like that."

"Nice one." Amy said, kissing him. "I will pop the kettle on."

She linked her arm with Lily's and they unlocked the TARDIS door.

"Ow." Lily said, rubbing her side.

"What's up?" Amy asked.

"It's nothing." Lily said, smiling.

"Hey, look at this." Amy said. "We got our spaceship, got our boys. My work here is done."

Lily laughed and they went inside, closing the door.

"We are not their boys." Rory scoffed.

"Yeah, we are." The Doctor said, clapping his hand on Rory's shoulder.

"Yeah, we are." Rory agreed.

The Doctor and Rory walked inside, but the Doctor stopped in the doorway and pulled Rory out.

"Rory, listen to that." He said.

"What?" Rory asked. "All I can hear is silence."

He went back inside, leaving the Doctor standing there, remembering what the Signora had said.

"There were cracks. Through some we saw silence and the end of all things."

He closed the door, not seeing the crack running through it.

A/N: So what did you guys think? Some of you have said that it seems like Lily is taking the Doctor's regeneration in stride, but remember, regeneration is a matter of course for a Time Lord. He may seem different to her, but in her mind it doesn't matter. He's still the Doctor, just like when she regenerated, she was still Lily. At least that's my reasoning.

Abbey