Lucy walked into the yard, among the straw corpses. Mister Rocastle held his hand to her, asking her to get out of the warzone. Martha ran in and warned him that the girl was no human, not anymore. He didn't listen and died. John asked the students to put their guns down, they were to retreat through the school in an orderly fashion.

They ran, students and teachers alike, ran from the scarecrows. Theo and Tim ran, too, but not in the same direction. Lucy went through the student's they'd caught, looking for the little boy. At the top floor, Tim and Theo opened the watch to the sky. Tim said it'd give the other a chance to escape. After that the two climbed out the door and ran with the rest of the people.

"Do you think it worked?" Theo asked with barely enough breath.

While running, it just so happened that out of the corner of Theo's eye, he saw a box. A blue box being transported by Mister Clark. It made his head clank and clack. Like the key unlocking a lock. For a moment, Theo thought about what might have been unlocking itself in his head. But the thought passed and he continued running.

"I think I know a place where we can hide." Tim huffed as they ran through the forest.

While they ran, John Smith questioned himself. He wondered why this had to happen to him. Why not any other human on the planet? Why was it him that had to be the Doctor? Why couldn't he be just John Smith, a good man. And if he was actually the Doctor, then who had he been all that time? Falling in love with a woman and actually living like he wanted. Was that a story? When he couldn't answer those questions, he did what the Doctor did, what any scared animal would do - he ran.

"Hello?" Joan called out to the house, "No one home. We should be safe here."

They entered the house and looked around.

"Whose house is it, though?" Martha asked again.

"Um...the Cartwrights." Joan told her, "That little girl at the school, she's Lucy Cartwright, or she's taken Lucy Cartwright's form. If she came home this afternoon and the parents tried to stop their little girl, then they vanished."

Joan touched the teapot, stone cold. The family hadn't been home all day.

"Stone cold." Joan sighed, "How easily I accept these ideas."

John sat at the table and looked at Joan. He spoke with a voice filled with tears that he refused to shed, "I must go to them, before anyone else dies."

"You can't." Joan looked at him and then at the floor, "Martha, there must be something we can do."

Martha gazed at them, "Not without the watch."

John lurched forward and spat, "You're this Doctor's companion. Can't you help? What exactly do you do for him? Why does he need you?"

"Because he was lonely." Martha shook her head.

"And that's what you want me to become." John nearly broke down.

"You were lonely!" Martha cried, "You've got Charls now, and me!"

John shook his head, "Then how come I can't remember this person. If they're important to me why can't I remember them?"

There was a knock at the door. Everyone looked to the door.

"What if it's them?" Joan whispered.

"I'm not an expert, but I don't think scarecrows knock." Martha walked to the door and opened it.

It was Tim and Theo.

"I brought you this." Tim held out the watch.

"Hold it." Martha showed the watch to John.

"I won't." John shook his head.

"Please, just hold it." Martha pleaded.

Theo piped up, "I have questions, Martha."

"How do you know my name?" Marth asked.

"I just do." Theo shrugged, "But who am I?"

"You're Charlie Grey. Two-thirds not human, with two hearts and the Doctor's companion." Martha looked at Theo as his head began to click again.

Theo sat down, "Then how come I'm not able to remember?"

"It told me to find you." Tim said, "It wants to be held."

"You've had this watch all this time?" Joan sighed, "Why didn't you return it?"

"Because it was waiting. And because I was so scared of the Doctor." Tim said simply.

"Why?" Joan asked.

"Because I've seen him. He's like fire and ice and rage. He's like the night and the storm in the heart of the sun." Tim described and stepped closer to Tim.

"Stop it." John muttered.

He continued, "He's ancient and forever. He burns at the center of time and he can see the turn of the universe."

"Stop it! I said stop it." John's voice broke.

"And," Tim pause, "he's wonderful."

"I've got two hearts?" Theo looked up at Martha.

Martha smiled, "Yeah, and you always talk at the wrong time."

Joan took out the journal that John had lent her, "I've still got this. The journal."

"They're just stories." John said.

Joan looked up, "Now we know that's not true. Perhaps there's something in here."

A bright light shook the cottage. An explosion.

"What the hell?" Martha ran to the window.

Theo held his head in his hands and whispered to himself, "So everything that I dreamt about, that's real? That life with that strange man in a box?"

Fireballs rained down on the Earth. The village.

"They're destroying the village." Joan whispered.

John turned around and grabbed the watch from Martha, "The watch."

"John, don't." Joan begged from the window.

"Can you hear it?" Tim asked.

"I think he's asleep. Waiting to awaken." John cradled the watch in his hands.

Tim stepped closer, "Why did he speak to me?"

"Oh, low level telepathic field. You were born with it. Just an extra synaptic engram causing-" John gasped and shook, "Is that how he talks?"

"That's him." Marta confirmed, "All you have to do is open it and he's back. After that Charls can come back, too."

"I don't want to." Theo stood up suddenly, "I don't want that life! That's not the life I want to live! Flying around in a funny box with nowhere to call home. What's the point?"

"Charls, it's the life you belong in," Martha protested, "It didn't matter if you didn't have a home! The TARDIS was your home and the universe was your backyard. It's the greatest life you could ever want."

The cottage shook again.

"But what about what I want? Me," Theo hit their chest, "Theo Woods."

"Charls," Martha held out her hands to try and calm them down, "We don't have time for this." She turned to John, "Please, open the watch."

John trembled and his voice shook, "You knew this all along and yet you watched while Nurse Redfern and I-"

"I didn't know how to stop either of you. You gave me lists of things to watch out for and things to help but that wasn't included." Martha circled around the table.

"Falling in love?" John cried out, "That didn't even occur to him?"

"No," Theo whispered, "He thought it'd never happen again."

"Then what sort of a man is that?" John asked in a high voice, "And now you expect me to die?"

"Well, I don't want that either!" Theo exclaimed, "There's these things in my head and they don't make sense! I want them gone, I just want to go home, I don't want to be Charlie Grey."

Another explosion.

"It was always going to end, though!" Martha glanced at Theo and the window, "The Doctor said the Family's got a limited lifespan, and that's why they need to consume a Time Lord. Otherwise, three months and they die. Like mayflies, he said."

"So your job was to execute me." John concluded in a broken voice and furrowed brow.

Martha stepped forwards, "People are dying out there. They need him and I need him. Charls needs him. Because you've got no idea what he's like. I've only just met him. It wasn't even that long ago and I don't even talk to him much but he is everything. At one point I thought he was just everything to me and I still think that sometimes. He changes people for the better and they'll never forget him. And I hope to God he won't remember me saying this." Martha sighed and shook her head.

Another fireball, this time a bit closer to the cottage.

"It's getting closer." Tim breathed.

Theo moaned, "My head hurts."

"There's a reason for that." Martha went to his side and checked his temperature, "When the Doctor went into hiding you did, too. You locked all your memories about me, the Doctor, the TARDIS and all our adventures in a room. It kept you hidden and safe."

"I couldn't have picked a less painful way to unlock the room?" Theo asked through gritted teeth.

John paced forward, "I should have thought of it before. I can give them this. Just the watch. Then they can leave and I can stay as I am."

"You can't do that!" Martha exclaimed.

"If they want the Doctor, they can have him." John held out the watch.

"He'll never let you." Theo muttered.

"If they get what they want…then...then-" John trailed off.

Joan looked up from the journal, "Then it all ends in destruction." John turned to her, "I never read to the end, but those creatures would live forever - to breed and conquer. For war across the stars for every child." John began to break, "Martha, Charlie, Timothy, would you leave us alone, please?"

Martha helped Theo to their feet and walked outside with Tim. They sat on a bench next to the door as John and Joan talked. Theo watched as fire rained on the village, destroying the town. Destroying the school, the town hall, and his beloved flower shop. Theo thought about the door in his head that he didn't know existed. What kind of life would he live after this whole event was over.

After a while, the Doctor exited the cottage. Tears tracks stained his face but his eyes weren't sad anymore. Theo looked at his eyes, they seemed to hold the knowledge of the universe but yet were clear. The tiniest echoes of John Smith.

"Doctor?" Martha stood up and looked him over.

He didn't reply, the Doctor kept walking. Walked right up to the Family's ship and pretended to be John Smith and saved the universe. He didn't unlock Charls' memories just yet. They didn't need to see what would become of the Family of Blood. Charlie Grey knew why he'd hidden and what the Doctor was capable of when he was mad. Even without knowing, Charls would know what happened to the Family. Charls could know everything if they wanted to. The Doctor just didn't want them to see it for themselves, not yet.

After it was all over, the Doctor went back to the cottage. Joan was still there, waiting for a man that wouldn't return. He asked her if she wanted to come with him. She couldn't, he knew that she couldn't, but he wanted her to come. A part of him had finally fallen in love again and he wanted to hold onto it, to cherish it for as long as possible. It was too late, though, he was no longer John Smith the human. The Doctor wouldn't be able to settle for a domestic life with Joan and Joan wouldn't be able to settle for a life of adventure with the Doctor. He could only dream of that life.

"Right then." The Doctor strode up to the TARDIS that was parked on the hill, "Molto bene."

"How was she?" Martha asked with her arms crossed.

"Time we moved on." The Doctor said.

Martha pressed on, "If you want, I could go and-"

"Time we moved on." The Doctor repeated.

"Um. I meant to say, back there, last night. I would have said anything to get you to change." Martha defended herself.

The Doctor nodded, "Oh yeah, of course you would. Yeah."

"I mean, I wasn't really…"

"Oh, no, no." The Doctor agreed.

"Good." Martha nodded and the TARDIS door opened.

Theo popped out his head, "Hello! Just wondering, how long will I have to stay here? Killer headache, probably should head home."

"Right, Charls, hello." The Doctor grinned.

Theo frowned, "I'm Theo. Stop calling me Charls."

"Right, just a minute more. Theo." Martha said and shut the door.

The Doctor cleared his throat, "I never said. Thanks for looking after me. And also, Charls."

The Doctor gave Martha a hug and let go once someone called him.

"Doctor." Tim ran up to the TARDIS, "Martha. Where's Theo, then?"

There was a muffled, "I'm in here."

Tim laughed.

"Tim Timothy Timber." The Doctor rattled.

"I just wanted to say goodbye. And thank you. Because I've seen the future and I now know what must be done. It's coming, isn't it? The biggest war ever." Tim asked with a wrinkled forehead.

"You don't have to fight." Martha suggested.

"I think I do."

Martha protested, "But you could get hurt."

"Well, so could you and Theo, travelling around with him, but it's not going to stop you." Tim pointed out.

"Tim," the Doctor stepped forward and handed him the silver fob watch, "I'd be honoured if you'd take this."

Tim took the watch, "I can't hear anything."

"No," The Doctor shook his head, "it's just a watch now. But keep it with you, for good luck."

"Look after yourself." Martha stepped down and hugged Tim and gave him a kiss on the cheek.

"You'll like this bit." The Doctor stepped into the TARDIS after Martha.

Tim watched as the TARDIS slowly faded away. He went on in life, the war came and he was ready. At one minute past the hour, he lived on and lived even longer. Even in his old age, he saw the Doctor, Martha Jones, and Theodore Woods watch over him. He kept the watch with him all his life.

The Doctor put the TARDIS in a slower flight path to drop off Martha and then took a breath. Martha was able to keep Theo or Charls seated so they didn't injure themselves, again.

"So, why am I here?" Theo looked very small sitting in the yellow-ish chair.

Martha stood up, "Uh, Doctor?"

The Doctor strode over, "Yes, right. Theodore, you're my uh...companion and I'm your companion, too. Your name is Charlie Grey."

"Still don't understand." Theo tilted his head.

Martha tapped the Doctor on the shoulder, "You have to say that you're the Doctor."

"Oh, well, that's easy enough," the Doctor straightened up and looked Theo in the eyes, "Hi, Charlie Gray. I'm the Doctor."

With that Theo's brain turned and clicked for the final time. Charls gasped and leaned back in the chair.

"Flowers." They muttered, "Why do I smell like dirt?"

The Doctor grinned, "Ah! Welcome back, Charls."

"Doctor, yes, hi." Charls was very disoriented, "We were...running. Again."

Martha nodded, "Yeah, we aren't anymore."

"Hi, Martha." Charls rubbed their head.

"You okay?" The Doctor asked.

Charls breathed in sharply, "Yes, fine. Let's just agree - forcibly locking away my memories is only for emergencies."

The Doctor chuckled, "Okay, Charls."

They smiled and sighed, "Where to now?"

"Drop me off at home and then you two can go back to doing whatever it is you do." Martha smiled.

"You sure you want to go home?" The Doctor asked.

Martha gave him a sad smile, "You've got Charls, Doctor. And I'm going to be a doctor. I can't stick with you forever like they can."

Charls smirked, "Stuck with me forever, we'll never end up alone."

"Never again." The Doctor sighed and went back to the console.

I've been writing the Utopia chapters for about three days now. I'm very unsure of how everything will end but I know I want to continue until the end of the 10th Doctor's run. However, if I do continue Charls into the 11th Doctor, it might take a few months because I don't own and haven't watched past season 4. I have only seen season 5 episode 1. But, I have time to make that decision.