He found himself standing in an office of some kind. It was somewhat large, lit by a fireplace at the backwall and a few dimmed lamps. The sky outside was dim, showing it may be sometime in the evening and he spotted the TARDIS in the corner of the room. On the desk in the centre of the room was a mess of books and apparent half marked essays that had apparently been hastily fixed into piles at either side. There were two framed pictures. One of Susan, the Doctor smiled at the reminder of his dear granddaughter. The other was of River Song and he could only tilt his head in confusion. There was also a cupholder full of different versions of the sonic screwdriver. It just seemed that he'd made himself at home in this room. There was a young woman sat at the front side of the desk, one knee up on the chair with her, dressed in a rainbow striped tank top.

The door to the TARDIS opened, the older looking version of him from last time with Clara stepped in. Gone, it seemed, was the silk inlayed jacket, now he was dressed down in a hoodie with a blazer on top with a sweater underneath. The man smiled to the girl at the table as he sat down.

"The vault alarm went off, but it was nothing. A student was sick outside and it registered as a biological attack." He laughed and the real Doctor inspected him and the room with a confused expression. The vault? Why was he here? Why did he have an office?

"I saw it all for a moment." Bill didn't laugh along with him as she hugged her leg closer to her chest, "Everything out there. She was going to let me fly with her. She was inviting me." Clearly this wasn't the two's first meeting like the Master had shown for Amy and Clara. It made him wonder why this was the time he'd chosen to show for this companion. "But I was too scared." She huffed softly at herself but the Matrix him was quick to speak up.

"Scared is good. Scared is rational. She wasn't human anymore." Bill seemed to accept his words, but she also seemed sad at that reality.

"Will we see her again?"

"I don't see how." He smirked but Bill's eyes wandered over to the TARDIS and he watched that version of him's face turn panicky as he quickly protested, "no, no, no, no. No, no." he muttered quickly, "you have to forget about that."

"I don't see how I can." Bill scoffed in bemusement.

"I do." There was a moment of silence as the Matrix him got to his feet, his expression nervous before he motioned for her to get up, "Come here, Bill." She smiled trustingly and pushed herself to her feet to stand in front of him.

"What's up?"

"I just want to fix something." He began to reach for her temples and the real Doctor sucked in a heavy breath, both he and Bill seemingly realising what he was doing at the same time because she jerked backwards, hands reaching up to halt his.

"Whoa! What are you doing?"

"Don't worry. This won't hurt at all." He tried again and she pulled away once more, her voice stern despite his gentle placating.

"No but tell me."

"Nothing." He tried to smile, make it seem like this was no big deal, but Bill just scowled at him.

"Yeah, cos I think you're going to wipe my memory. I'm not stupid, you know. That's the trouble with you. You don't think anyone's ever seen a movie. I know what a mind-wipe looks like!" the real Doctor couldn't help but smile sadly, somewhat amused by her insistence that she knew what it looked like from movies. How human a response was that?

"I have no choice." The Matrix hum dropped the gentle placating, annoyance entering his tone and Bill just looked away in anger, "I'm here for a reason, I'm in disguise. I have promises to keep. No-one can know about me." That just confused the real him further. He wondered what kind of promise could have him confined like this. In one time and place. He shuddered at the thought.

"This is the most exciting thing that's ever happened to me in my life. The only exciting thing!" Bill argued, her voice threatening the tears that were clearly about to spill as her lip quivered.

"I'm sorry."

"Okay," she changed tactics, pleading softly with him, "let me remember for a week. Just a week." The Matrix his face remained like stone and she tried again, pleading harder, "okay, well, just for tonight. Just one night. Come on, let me have some good dreams for once." As he continued to refuse to budge her shoulders dropped and tears gathered in her eyes and she motioned up towards her head, "Okay. Do what you got to do." He reached up again as she closed her eyes but he paused when she opened them again and quickly spoke once more, "but imagine, just imagine how it would feel if someone did this to you." Bill squeezed her eyes shut, still visibly upset and the Doctor watched this future version of himself begin to each up but visibly waver and then silently sigh and then he nudged her gently on the chin.

"Get out."

"What?" She was confused.

"You can keep your memories. Now get out before I change my mind!" He snapped as she opened her mouth to say something to him, tone piercing, "Don't speak, don't start, just run! Now, go!" he motioned towards the door and Bill barely hesitated as she reached for her jacket from the back of the chair she'd been sitting in and bolted towards the door. The real Doctor watched the interaction with a displeased look on his face, looking at the man he was destined to become and not feeling particularly great about it right now. The man turned away, stepping in behind his desk with a heavy, tired sigh. He glanced down to the picture of Susan, "shut up." Then to the one of River, "you shut up as well." The TARDIS gave a wheezing groan from the corner of the room and he let out a frustrated noise and whirled around amongst the three of them, pleading, "will you all please just leave me alone?! I can't do that anymore. I promised!" He pushed his hands into his hair and then ran them down over his face tiredly before letting out a heavy, long breath, and dropping his hands from his face like they were made of stone, "you're right. You're always right. Who was I to think I could keep this up for 1000 years? We're all surprised I've made it this long.'

He quickly made his way into the TARDIS and the Matrix shimmered and altered and the real Doctor found himself outside of the building, standing on grass and the Matrix him stepped outside. He leaned with one hand up against the edge of the ship, waiting for Bill to come running out. When she finally appeared, he spoke once more.

"It's a big universe, but maybe one day we'll find her." Bill approached, raising an eyebrow as she questioned him.

"What changed your mind?" he stood for a second, thinking before answering.

"Time." Bill smiled as she approached more, the Matrix him standing upright from leaning against the ship.

"Time?"

"And relative dimensions in space." He clicked his fingers and the TARDIS door swung open, the bright light from within shining out in the darkness around them and he stepped inside, pausing and turning to lean out once more and grin at her, "it means… what the hell?"

The grin Bill broke out in after he spoke made the real him smile softly, his hearts aching even now because he'd rather leave it here and not know. Just imagine the best possible outcome to this. Bill raced forward, following the Matrix him into the TARDIS and closed the door behind herself. As the TARDIS began to dematerialise the scene faded around him and the Master was stood there with a manic, almost excited grin on his face.

"This one was sweet. It's always the sweet ones." He rolled his eyes, "at least Miss Oswald had some fire in her, a refusal to stay dead. I can say I liked that one. Would've kept that puppy, but it walked itself in front of a car, essentially, so this was the replacement. I got to know her very well, 10 whole years. God I was bored. So worth it in the end." He sent the Doctor a wolfish grin.

The Doctor said nothing, just continued to glare over at him and the Master tilted his head in curious thought before simply rolling his eyes once more and smirking. He snapped his fingers and he disappeared, the Matrix melting away into a near pitch black looking lab.

It looked like it was used for surgery, a metal bed in the centre of the room with a large light over the top of it. The whole room was cold feeling, surgical will a lot of dark corners and pitch-black alcoves. The door behind him opened and he saw the Matrix him and a smaller bald man who both peeked into the room. They crept inside, the Matrix him used the sonic to get the main lights to flicker on and the real version of the Doctor tensed at the figures slumped over against the walls. They were dressed in patient gowns with white masks with no features other than a ventilator tube that was fed in through the mask at the nose. They didn't move when the lights came on, in fact they didn't even seem to be alive. The small bald man gave a quick screech at the sight of them out of fright then glared over at the Matrix self who raised an eyebrow at him.

"Oh, there's always a scary thing with you, isn't there?"

"Are you only getting that now?" He moved to begin inspecting one of the patients and motioned a hand over his shoulder flippantly, "go check the console over there. Find out what they were doing." The man let out a long-suffering sigh but did as was asked and shuffled over to the console to begin sifting through the data.

"There's a lot of genetics, bio-engineering." The real Doctor moved to peer over his shoulder at the screen, an uneasy feeling settling in his gut already over the fact that Bill wasn't with them. That plus this setting could only mean bad things. "There's a lot of stuff about something called Exodus. Operation Exodus."

A door on the other side of the room swung open. A pair of silver looking boots the only things visibly in the darkness on the other side. Both men in the room glanced at once another and the Matrix Doctor took a few steps closer. The flashing lights of its chest began to flicker and as it stepped inside, its movements clunky and the sound of gears shifting every time it moved was a sound the Doctor knew almost too well. He understood almost as soon as the Cyberman came in to view what had happened and tears pricked at his eyes as he watched his future self gape up at it.

"It's a Cyberman. A Mondasian Cyberman!" It continued to shuffle forward towards the Matrix him at an awkward staggering gait and the man continued to speak, "You're brand new, fresh out the factory. You're not ready for a fight yet."

"He does look a little bit ready." The little bald man whimpered having backed away the minute the Cyberman came into sight.

"Bill Potts. Do you know where she is? Where is Bill Potts?" The Cybermen stopped in front of the Matrix him.

"Doc-tor?" The real Doctor's hearts clenched in his chest and he took a stumbling step towards the Cyberman, knowing that it couldn't touch him anyway and he reached out a hand that simply moved through it.

"No. Oh… gods no. Please, please no."

"You know me?" the Matrix him continued to speak over him, looking confused.

"You are Doc-tor." It started to step towards him again and the Matrix him began to back up with every step it took closer, frantically speaking to try and make it stop.

"Listen. We mean you no harm. We're just passing through. We're looking for Bill Potts, friend of mine."

"Bill Potts."

"Yes! Bill Potts. You're a Cyberman. You're part of a neural net. Can you find her?"

"No. No. No. No. Please, gods no. Please don't be her. Don't be her, please." The real him whimpered once again.

"Accessing."

"Get back from it." The small bald man hissed out but was ignored.

"Bill Potts. Locating Bill Potts." The Matrix him stared up at it hopefully, clutching his sonic screwdriver tightly. Its next words tore the hope away and replaced it with grief. "I am Bill Potts."

"Gods- Damn you!" the real him cried out, throwing himself around to he didn't have to look for a moment as he shoved his hands through his hair and wished that he could do something to let out his anger and frustration. Knock something over. Do something, anything, to help her. But he could do nothing.

"Bill?" he whispered in shock, "Bill talk to me." He reached out a hand to press it against the chest piece attached to the front of the Cyberman, "What have they done to you?"

"Operation Exodus, whatever that is." The small bald man stated sadly, his own eyes watering at the sight of Bill.

"Oh," a sudden Scottish sounding feminine voice was heard from behind them and they all looked as a woman in Victorian looking clothing made her way forward, a smirk on her face, "wrong name for a start." She moved to stand at the Cyberman Bill's right shoulder.

"I waited." Bill's newly robotic voice stated.

"This is not an exodus, is it? More of a beginning really, isn't it?"

"I waited."

"In fact," another voice, this one familiar. One he'd heard gloating for an entire year before, one he'd been unable to hate before but now hated with a burning passion, the anger from before paling to the one he felt now as he spotted the Master, the Harold Saxon version, now older looking, stepping into the room and stopping at Bill's other shoulder, "do you know what I'd call it? I'd call it a genesis."

"You've met the ex?" the woman said, and he could tell she was the Master too. He just knew.

"Specifically, the Genesis of the Cybermen." The Cyberman Bill began to raise an arm out, reaching towards the Matrix him as she struggled to get out her words past the robotic modulator.

"I waited for you." The real him's hearts clenched painfully yet again, and he choked back a sob for her, but it was that moment that there was a… bump. A glitch in the Matrix as everything halted.

His head shot up, hands quickly wiping the tears away as he tried to get a hold of himself to try and figure out what was going on. Then he heard it. It was distant, mostly smothered by the static of the Matrix but it was there. He could hear his other selves, calling out for his future one. He grinned.

"Something going wrong with your plan?" he asked out loud and when no reply came, he took in a heavy breath and closed his eyes, blocking out the room around him. His future self. The two different version of the Master. What they'd done to Bill. He had to take in another deep breath at the thought of her, but he pushed the thoughts from his mind and focused. With the Master now probably distracted with the mental block down, now was his chance. He opened his mind, reaching out as well for the rest of them and hoped to overwhelm the Matrix enough with so many voices that he could escape.