"But we're surrendering!" the Doctor yelled frantically. "Listen to me, we surrender!"

"You are inferior," it said. "Man will be reborn as Cybermen but you will perish under maximum deletion." It raised an arm toward the Doctor. "Delete. Delete. Delete."

The Doctor thrust his hand forward, revealing the power cell he'd palmed. A golden light shot out of it, arching between the Cybermen, disintegrating all of them.

"What the hell was that?" Rickey yelled, stunned.

"Or, how about instead, RUN!" the Doctor yelled, taking off.

They started off, but stopped a van pulled onto the scene, horn tooting.

"Everybody in!" Mrs Moore yelled from the driver's seat.

Pete tried to run for the house, but the Doctor grabbed him quickly, trying to pull him to the van.

"I've gotta go back," he said, miserably. "My wife's in there."

"Anyone inside that house is dead," the Doctor said in a low, urgent tone. "If you wanna help, then don't let her die for nothing. You've gotta come with us right now."

"Come on, get a move on!" Mrs Moore yelled.

Rose stopped and looked back at the house. If things went well...this is the last time she'd ever see it. She'd never come back to Mum and Dad's Place...never see Tony running down the hall to see her...

"Rose, she's not your mother," the Doctor said urgently, misunderstanding her hesitancy.

"I know," she said with a sniff.

"Come on," he said, pushing her gently towards the van.

"Finished chatting?" yelled Mrs Moore as they scrambled in the back. "Never seen a slower getaway in my life!"

The Doctor looked at Rose as the van sped away from the Tyler residence. The girl who faced down ghosts, werewolves and the Dalek Emperor without batting an eye was sitting across from him pale and trembling. He wasn't sure what shocked him more—that she was so terrified…or that this was the first time he'd seen it. Both, he supposed. Either way, he did not like seeing her so vulnerable when there was still so much danger. He reached across the van and took one of her hands tightly in his. She looked at him then, and her eyes had a haunted quality that scared him more than the Cybermen did. He could tell already that this wasn't going to be an easy one for her to shake off later.

"What was that thing?" Rickey asked, pointing at the power cell and pulling him from his thoughts.

"Little bit of technology from my home," he said, still watching Rose as he stroked a thumb over her skin. She shuddered and closed her eyes, but looked a little more herself when she opened them again.

"It's stopped glowing," Mickey said. "Has it run out?"

"It's on a revitalizing loop," the Doctor said, squeezing Rose's hand one last time before letting go to lean back to put the power cell in his pocket. "It'll charge back up in about four hours."

"Right. So, we don't have a weapon anymore," Rickey noted.

"Yeah, we've got weapons," Jake said with a sneer. "Might not be one of those metal things, but they're good enough for men like him," he said, pointing at Pete.

"Leave him alone!" Rose yelled quickly, her eyes flashing. The Doctor was relieved to see a glimpse of her spirit rising up. He wasn't sure what he was going to do if she shut down on him now. "What's he done wrong?"

"Oh, you know - just laid a trap that's wiped out the Government," Jake said, his voice oozing sarcasm. "And left Lumic in charge."

"If I was part of all that, do you think I'd leave my wife inside?" Pete asked defensively.

"Maybe your plan went wrong," Rickey suggested. "Still gives us the right to execute you, though."

"Talk about executions, you'll make ME your enemy," the Doctor said quickly. "And take some really good advice - you don't wanna do that."

"All the same, we have evidence that says Pete Tyler's been working for Lumic since 20.5," Rickey said, staring daggers at the man in question.

"And where'd you get that evidence from, then?" Rose asked stubbornly. The Doctor almost smiled.

"Tell 'em, Mrs M," Rickey said.

"We've got a government mole who feeds us information," Mrs Moore said from behind the wheel. "Lumic's private files, his South American operations... the lot. Secret broadcasts twice a week."

"Broadcast from Gemini?" Pete asked quickly.

"And how do you know that?" Rickey asked, frowning.

"I'm Gemini," Pete said, sounding exasperated. "That's ME."

"Yeah, well you would say that," Rickey said stubbornly.

"Encrypted wavelength six-five-seven using binary nine," Pete supplied promptly. The Doctor arched an eyebrow as Rickey and Jake glanced at each other. "That's the only reason I was working for Lumic. To get information. I thought I was broadcasting to the Security Services, and what do I get? Scooby Doo and his gang. They've even got the van!"

"No, no, no!" Mickey cut in. "But the Preachers know what they're doing. Ricky said he's London's Most Wanted!"

"Yeah, that's not exactly..." Rickey trailed off. They all looked at him.

"Not exactly what?" Mickey demanded.

"I'm London's Most Wanted for... parking tickets," he said, a little sheepishly. The Doctor smiled. Different universe, same old idiot.

"Great," Pete muttered.

"They were deliberate!" Rickey said defensively. "I was fighting the system! Park anywhere, that's me."

"Good policy," the Doctor said, still smiling. "I do much the same. I'm the Doctor, by the way, if anyone's interested..."

"And I'm Rose. Hello." The Doctor glanced at her as she waved with a small smile, glad to see some color back in her face.

"Even better," Pete said. "That's the name of my dog. Still - at least I've got the catering staff on my side."

"I knew you weren't a traitor," Rose said quietly to him.

"Why's that, then?"

She glanced at the Doctor, who gave her a warning look. "I just did," she said with a shrug.

"They took my wife," Pete said miserably.

"She might still be alive," Rose said, trying to console him. The Doctor, on the other hand, simply looked on in sympathy. Those weren't words of consolation at this point.

"That's even worse," Pete said, apparently thinking along the same lines. "'Cause that's what Lumic does. He takes the living... and he turns them into those machines."

"Cybermen," the Doctor said, and all eyes moved to him. "They're called Cybermen. And I'd take those ear-pods off, if I were you," he added. "You never know...Lumic could be listening."

Pete obliged and handed the pods to him. The Doctor pulled out his sonic screwdriver and disabled them quickly.

"But he's overreached himself," he continued after a moment. "He's still just a businessman. He's assassinated the President. All we need to do is get to the City and inform the authorities. Because I promise you - this ends tonight."

oOoOo

When they made it out of the van, people were walking through the streets, all headed for the factory.

"What the hell...?" Jake asked.

"The ear pods," Rose said.

The Doctor nodded. "Lumic's taken control."

"What happens if we take them off?" Rose asked.

"You'd cause a brainstorm," he said, looking around as they walked. "Human Race—for such an intelligent lot, you aren't half susceptible. Give anyone a chance to take control and you submit. Sometimes I think you like it. Easy life."

"Oi!"

"Oh, alright, fine—most humans," he corrected, eyeing Rose. "The ones who aren't stubborn enough to be completely devoid of self-preservation around angry Time Lords."

"Hey," Jake called to them from where he and Rickey were crouched and watching around a corner. "Come and see."

They hurried over to them, and looked around the corner. A row of Cybermen were marching alongside a group of vacant looking people, being herded in the same direction as the others.

"Where are they all going?" Rose asked.

"I don't know," the Doctor said. "Lumic must have a base of operation."

"Battersea," Pete chimed it. "That's where he was building his prototypes."

"But why's he doing all this?"

"He's dying," Pete explained. "This all started out as a way of life by keeping the brain alive. At any cost."

"You said you've seen them before," she said to the Doctor. "That head in Van Statten's museum...you said it was an old enemy."

"There are Cybermen in our universe," he said, nodding. "They started on an ordinary world just like this, then swarmed across the galaxy. This lot are a parallel version, and they're starting from scratch right here on earth."

"What the hell are you two on about?" Pete asked, confused.

"Never mind that," Rickey said. "Come on, we need to get out of the City." He glanced up to see the Cybermen approaching quickly. "Okay, split up - Mrs Moore, you look after that lot. Jake, distract them, go right, I'll go left, we'll meet back at Bridge Street. Move." He and Jake sprinted away.

"I'm going with him," Mickey said quickly, taking off after Rickey.

"Come on, let's go," Mrs Moore said to them.

The tore off down the street, skidding into an alley as Cybermen approached from either side. They twisted through the network of alleys until they again heard Cybermen approaching. The Doctor ushered them into a space behind a pile of dusbins and rubbish. The Doctor stayed close to Rose, one hand on her back, while Rose clutched Pete's hand. The Cybermen stopped beside them, and they all held their breath as the Doctor pointed his sonic in their direction, making it bleep and causing the Cybers to turn away. Rose stood up and let go of Pete's hand, who looked a little bewildered by the fact that she'd been clutching at it at all. She shook her head as the Doctor ushered them out and they started running in the opposite direction the Cybermen had taken.

They made it to the rendezvous point before anyone else, and were grateful to find the street deserted. The Doctor put a hand on Rose's shoulder and leaned down to look her in the eye, making sure she was alright. She nodded, and he moved his hand to caress her cheek briefly before they heard Jake rounding the corner.

"I ran past the river," he said as he got nearer to them. "You should've seen it, the whole City's on the watch. Hundreds of Cybermen all down the Thames." He looked up as someone else ran down the street towards them. "Here he is!" Jake said happily. The man didn't reply as he came to a halt in front of them, and Jake's smiled died. "Which one are you?"

"I'm sorry," he said. "The Cybermen. He couldn't..."

"Are you Rickey?" Jake asked desperately. "ARE YOU RICKEY?"

"Oh, Mickey," Rose said, relieved that he was still the one to make it, even if Jake was in turmoil right now. She ran up to him and threw her arms around him.

"He tried," Mickey said. "He was running..." Jake turned away, and Mickey pulled away from Rose to go after him. "There was too many of them."

"Shut it," Jake said angrily, not looking at any of them.

"There was nothing I could do," Mickey said, his voice breaking.

"I said just SHUT IT," Jake said, rounding on him. "Don't even TALK about him. You're NOTHING, you are. Nothing." Both men's eyes were shining with tears.

"We can mourn him when London is safe," the Doctor said calmly. "But now, we move on."

oOoOo

"The whole of London's been sealed off," the Doctor explained as they stood on the embankment, looking across the Thames at Battersea. "And the entire population's been taken inside that place to be 'converted'."

"We've gotta get in there and shut it down," Rose said, some of her old Torchwood authority coming into her voice. Something about working with Mickey, Jake and Pete again. Or maybe just an attempt to push aside her fear of this place and these enemies. Possibly both.

"How do we do that?" Mickey asked.

"Oh, I'll think of something," the Doctor said, with a wink at Rose.

"You're just making this up as you go along!" cried Mickey indignantly.

"Yep," he replied, popping the 'p.' "But I do it brilliantly."

Rose smirked and Mickey nodded reluctantly. Mrs Moore pulled out her laptop and brought up the schematics for the factory.

"Look, cooling tunnels, underneath the plant...big enough to walk through," she said.

"We go under there and up into the control center?" the Doctor asked, pointing to the route. She nodded.

"There's another way in," Pete said, looking thoughtful, and everyone turned to him. "Through the front door. If they've taken Jackie for upgrading, that's how she'll get in..."

"We can't just go strolling up," Jake said.

"Or, we could... with these," Mrs Moore said, pulling ear-pods from her bag. The Doctor took one and examined it. "Fake ear-pods. Dead. No signal. But put them on, the Cybermen would mistake you for one of the crowd."

"Then that's my job," Pete said.

"You'd have to show NO emotion," the Doctor warned him. "None at all. ANY sign of emotion would give you away."

"You got another set of those?" Rose asked. Mrs Moore nodded. "Okay. If that's the best way of finding Jackie...I'm coming with you." It was more about sticking as close to Pete as she could for as long as she could, but she knew going for Jackie would raise fewer questions.

"Why does she matter to YOU?" Pete asked.

"We haven't got time," she said quickly. "Doctor, I'm going with him."

He looked at her for a minute before walking up and pulling her to the side.

"Are you sure?" he asked, his eyes raking over her face. "You…were in pretty bad shape after we left the house. Is this really what you want to do?"

"I can't let him go alone," she said. "I'll be alright."

He hesitated another minute, then handed her the earpod he was holding with a nod before turning back to the rest of the group. "Tell you what... we can take the ear-pods at the same time. Give people their minds back. So they don't walk into that place like sheep. Jakey-boy?" The Doctor went further up the hill with Jake to look at Battersea. "Lumic's transmitting the control signal, and it must be from over there..." he said, waving the screwdriver until in bleeped. "There it is... on the zeppelin, see? Great big transmitter. Good thing Lumic likes showing off. Reckon you could take it out?"

"Consider it done," Jake said, smiling.

"Mrs Moore... would you care to accompany me into the cooling tunnels?" the Doctor asked as he approached them again.

"How could I refuse an offer of cooling tunnels?" she asked with a grin.

"We attack on three sides," the Doctor said as he took off his brainy specs. "Above, between, below. We get to the control center, we stop the conversion machines."

"What about me?" Mickey asked. They all looked over at him, suddenly realizing that he'd been forgotten again.

"Mickey!" the Doctor said, a little chagrined. "You can...um..."

"Go with Jake," Rose said quickly. "Everyone in pairs."

"I don't need that idiot," Jake spat quickly.

"I'm not an idiot! You got that?" Mickey burst out angrily, striding toward him. He took a deep breath to calm down before he spoke again. "I'm offering to help."

"Whatever," Jake said after a moment, and stalked off. Mickey followed, but was stopped by the Doctor calling his name.

"Good luck," the Doctor said.

"Yeah. You too," Mickey replied. "Rose, I'll see you later."

"Yeah, you better," she said.

"If we survive this, I'll see you back at the TARDIS," the Doctor said, looking at Mickey intensely, but offering a small smile.

"That's a promise," Mickey said, nodding before walking off again.

The Doctor walked over to Rose and pulled her to him, wrapping an arm around her waist with a hand on the back of her head as he kissed her soundly.

"Good luck," he whispered huskily as he pulled away.

"You too," she replied, her hands on his chest over each heart. The hand behind her head moved to caress her cheek, and she leaned into it for a moment before he released her and shook hands with Pete before they split up.

Rose raced to Battersea with Pete, sticking to shadows to avoid being seen by the Cybermen. They ducked behind a pallet and Pete pulled out the ear-pods.

"Just put them on," Pete ordered quickly. "Don't show any emotion. No signs, nothing. Okay?"

"Don't worry," Rose said, putting the ear-pods on. "We can do it."

"We could die in here," he said. "Why are you doing this?"

She looked at him, and all the reasons to be here flooded through her mind.

For you. For Mum. For Tony. For everything you've never had, and for everything you will.

"Let's just say I'm doing it for my mum and dad," she said, her voice breaking a little. "Right, let's go."

They slipped into the line after squeezing each other's hand briefly, and Rose fought to keep from shaking too hard as they walked past the line of Cybermen into the factory.