The metal door clanged as the four entered a small corridor. Something inside was clanging, and the Doctor ran over to the bars to investigate.

"There's a high speed Vator through there." Liz guided. She caught sight of the Doctor and moved to join him. "Oh, yeah, there's these things." She said, looking at two chained tentacles with banging against the wall. "Any ideas?"

"Saw one." El spoke up. "Hole in floor."

"It's all one creature…" The Doctor peered closer. "The same one we were caught inside, reaching out… It must be growing through the mechanisms of the entire ship."

"What?" Liz looked over to the Doctor. "Like an infestation?"

The Doctor responded with a short nod, still staring at the tendrils banging against the walls.

Liz looked back, a disgusted look on her face. "Someone's helping it. Feeding it… Feeding my subjects to it." She spat, turning on her heel. "Come on. We've got to keep moving."

Liz and Mandy charged down the corridor, but the Doctor stood, staring at the creature.

"Doctor?" El asked.

"Oh, El…" The Doctor breathed, staring at the creature's feelers with pity. "We shouldn't have ever come here…"

El's own words that she'd left for herself to find rung out in her mind, even as the Doctor gently took her hand, and tried to catch up with Liz.


The Doctor balanced uncertainly, trying to walk over a field of glasses of water arranged in front of the mirror. Liz had taken them back to the palace, now, they were trying to figure out what to do next.

"Why all the glasses?" The Doctor wondered.

"To remind me every single day that my Government is up to something." Liz bitterly remarked, laying on her bed. "And it's my duty to find out what."

The Doctor bent down, picking up the porcelain mask. "A Queen going undercover to investigate her own kingdom." The Doctor remarked, holding the mask out to examine it.

"Secrets are being kept from me." Liz hissed. "I don't have a choice. Ten years, I've been at this. My entire reign. And you've achieved more in an afternoon."

The Doctor glanced at her. "How old were you when you came to the throne?"

"40." Liz answered. "Why?"

El turned around. 40+10, that meant the woman was older than Brenner was, but she didn't look a day over thirty.

"Don't look old." El remarked.

Liz laughed. "Thanks. Yeah, they slowed my body clock. Keeps me looking like the stamps."

"And you always wear this in public?" The Doctor asked, referring to the mask.

"Undercover's not easy when you're me." Liz defensively replied. "The autographs. The bunting."

El frowned. "What is… bun-ting?"

"I'll explain later." The Doctor answered, experimentally tapping the mask. "Air-balanced porcelain. It stays on by itself 'cause it's perfectly sculpted to your face."

Liz frowned. "Yeah. So what?"

"Oh, Liz, so everything." The Doctor replied.

The doors at the end of the room opened, and a squad of men wearing black cloaks came striding in.

"What is this?" Liz demanded, getting to her feet. "How dare you come in here?"

"Ma'am, you have expressed interest in the interior workings of the Starship UK." The leader replied. "You will come with us now."

Liz puffed herself up. "Why would I do that?"

The man's head suddenly turned around, revealing the same, snarling frown of the Smilers, as the others in his group followed suit.

El clung to the Doctor's side. "What… are they?"

"Half-Smiler, half-human." The Doctor answered. "Cyborgs."

"Whatever you creatures are, I am still your Queen." Liz growled. "On whose authority is this being done?"

"The highest authority, ma'am." The cyborg answered.

"I am the highest authority!" Liz spat.

"Precisely, ma'am." The cyborg calmly confirmed. "You must go now, ma'am."

"Where?" Liz demanded.

"The Tower, ma'am."

"Tower?" El repeated, looking to the Doctor, as they begun to be led out.

"One of the most famous landmarks in Britain." The Doctor answered. "The Tower of London."


The Winders led the four in through an old wooden door, ancient stone walls lined the room, a stark contrast to the futuristic technology dotted around.

"Where?" El asked, looking at a small circular vent on the ground, through which more of the creature's tendrils could be seen.

"Lowest point of Starship UK." The Doctor answered, gently pulling El away. "The dungeon."

"Ma'am." An older gentleman across the room greeted.

"Hawthorne." Liz recognized, looking around. "So this is where you hid yourself away." The man approached, bowing respectfully. "You've got some explaining to do." She seethed.

The Doctor's eyes widened, as he noticed a group on the far end of the room. "Children-you've got children in here. What's all that about?" He asked, as they walked past, kindly running one child's head.

"Protestors and citizens of limited value are fed to the beast." Hawthorne explained. "For some reason, it won't eat the children." He looked back to the Doctor. "You're the first adult it's spared, you're very lucky."

The Doctor sarcastically huffed. "Yeah, look at me, torture chamber in the Tower of London… that takes me back. Except, it's not a torture chamber, is it?" The Doctor rhetorically asked, heading deeper into the room. "Well, except it is. Except it isn't. Depends on your angle."

He leaned on a circular railing, the others joining him, as they looked on in confusion.

El grimaced, as she felt the raw, uncontrollable, agony radiating out.

A hole had been cut into the floor, a massive brain on the other side, being zapped periodically with electricity every few moments.

"What's that?" Liz breathed.

"Well, like I said, it depends on your angle." The Doctor glanced up. "It's either the exposed pain centres of the big fella's brain being tortured relentlessly…" He growled.

"Or…" Liz prompted.

"Or, it's the gas pedal." The Doctor replied, fuse nearing its end. "The accelerator, Starship UK's 'go faster' button."

"I don't understand." Liz stated.

"Don't you?" The Doctor shot back. "Go on. The spaceship that could never fly, no vibration on deck." He pointed down. "This creature, this poor, trapped, terrified creature…" He hissed. "It's not an infestation, it's not an invasion… It's what you have instead of an engine." The Doctor seethed, clenching the railing. "And this place is where you hurt it, where you torture it, day after day, just so you can keep moving!" He held up a finger. "Tell you what. Normally, it's above the range of human hearing," The Doctor ran over, pulling the grate off, allowing the tentacle to reach out into the room.

The Doctor flicked the sonic screwdriver open. "This is the sound none of you wanted to hear." Was all he said, before pointing it at the tentacle, and pressing the button.

In an instant, the most horrible, heart wrenching wailing El had ever heard filled the room. El felt tears beginning to build up, as the sound, combined with the intense pain radiating from the creature, finally got to her.

"Stop it." Liz begged for the rest of them.

The Doctor's hand fell, and the sound stopped, becoming inaudible once again.

Liz turned to Hawthorne, slowly creeping up on the man. "Who did this?"

Hawthorne swallowed. "We act on instructions from the highest authority."

"I am the highest authority." Liz hissed. Hawthorne responded with a knowing sort of smile. "This creature will be released," She determined, turning to the exposed brain. "Now." None of them responded. "I said now!" She bellowed. "Is no one listening to me!?"

The Doctor stood, leaning against a pillar, fiddling with the porcelain mask. "Liz." He spoke up, walking over. "Your mask."

Liz frowned. "What about my mask?"

"Look at it." The Doctor prompted, throwing it over to her. "It's old. 200 years old, I'd say." He began, as soon as she caught the mask in her hand."

"Yeah, it's an antique, so?" Liz asked.

"Yeah, an antique made by craftsmen over 200 years ago, perfectly sculpted to fit your face." The Doctor stated in response. "They slowed your body clock alright… but you're a lot older than 50. Nearer three hundred. And it's been a long old reign."

Liz took a step back. "Nah, it's been 10 years." She insisted, sounding more like she was trying to convince herself of that, rather than the Doctor. "I've been on this throne 10 years!"

"10 years." The Doctor granted. "And the same 10 years over, and over again. Always," He grabbed her by the arm, pulling her over to a seat, with two buttons in front of it. "Leading you here."

Liz looked down at the two buttons, one marked forget, the other marked abdicate, in budding horror. She slowly turned to Hawthorne.

"What have you done?" Liz questioned, horrified of the coming answer.

"Only what you have ordered." Hawthorne answered. "We work for you ma'am. The Winders, the Smilers, all of us." He reached onto the top of the screen and hit the button.

"If you are watching this…" The recording of Liz began. "If I am watching this… You have found your way to the Tower of London." The present Liz sat down, as the screen changed to show a massive creature, no arms or legs, with an elongated tail and several long whisker-like structures growing out the bottom. "What you are looking at is called a Star Whale. Once, there were millions of them."

El and Mandy watched with fascination, Liz with horror, and the Doctor with an unreadable gaze.

"They lived in the depths of space," The recording continued, "And according to legend, they guided the first deep-space travelers through the asteroid belts. This one, as far as we are aware, is the last of its kind. And what we have done to it… breaks my heart." Liz on the recording began to tear up, evidently finding it difficult to regale the circumstances. "The Earth was burning. Our sun had turned on us, and every other nation had fled to the skies. Our children screamed as the sky grew hotter. And then it came…" She looked up. "Like a miracle. A Star Whale… the Last of the Star Whales." She swallowed. "We trapped it. Built our ship around it. And we rode on its back to safety. If you wish our voyage to continue, then you must press the forget button." She instructed.

Liz looked down at the button, horrified of what she had done. What she had done countless times before.

"Be again, the heart of this nation, untainted." The recording continued. "If not… press the other button. Your reign will end, the Star Whale will be released… and our ship will disintegrate." She breathed in. "I hope I keep the strength to make the right decision."

El looked on, shaking. "I… picked this?" She whispered to herself in horror. She herself had been put through the ringer, she knew that creature's pain better than anyone, but the moment it was something else, something not human… "Why?" She turned to the Doctor.

"You were trying to protect me from an impossible decision." The Doctor recognized, clenching his jaw, and shaking his head. "Humanity or the alien. You took it upon yourself to save me from that. And that was wrong." He held up a finger. "You don't ever decide what I need and what I don't need to know.

"…don't remember." El responded.

"What matters is you did it." The Doctor replied.

"I'm…" El stammered. "I'm sorry."

The Doctor sighed. "You're just a kid… I should've never allowed you to find yourself in that position in the first place. When I get done here, I'm taking you back to Earth." He turned away from her, walking over to a control console.

"Why?" El demanded, as the Doctor began fiddling around with the controls. "Don't remember what happened."

"Yeah, I know…" The Doctor replied. "You're only human."

"What are you doing?" Liz asked, carefully approaching.

"The worst thing I'll ever do." The Doctor replied, turning up a dial. "I'm going to pass a massive electrical charge through the Star Whale's brain… It'll knock out the higher functions of its brain, leave it a vegetable." He looked up. "The ship will still fly, but the whale won't feel it."

El looked at the Doctor, horrified. "You'll hurt it."

The Doctor grunted in frustration. "Look, three options. One: I let the Star Whale continue in unendurable agony. Two: I kill everyone on this ship. Three:" The Doctor sighed. "I murder, a poor, innocent, beautiful creature as painlessly as I can… and then I find a new name, because I won't be the Doctor anymore."

"There must be something we can do," Liz insisted, "Some other way."

"Nobody, talk to me…" The Doctor growled. "Nobody HUMAN has anything to say to me today!" He furiously erupted, slamming his hands on the terminal.

El took a step back, shaking, as the Doctor went back to his terrible work.


El and Mandy sat against the wall, watching, as the Doctor continued working, mind looking like it was somewhere else.

The door at the far end of the room opened, and a group of the children came walking in.

"Timmy!" Mandy called, getting to her feet, running over. "You made it, you're okay." The boy stared at her. "It's me… it's Mandy."

El gasped, as the tentacle from below reached in, about to shout and push it away. But, curiously… While it did reach down, it was doing so slowly, gently…

Like it was a dog, letting a child pet it. Nothing but kindness, and even pity, radiated out, and El gasped again, as it hit her.

The tendril in the broken section of the ship could've hurt her, but it didn't. it was trying to scare her away, yes, but not harm her directly.

"Our children screamed…" El remembered. "And then it came. Like a miracle."

So, he didn't interfere with the affairs of other peoples or planets… unless he saw a child crying.

"It won't eat the children."

"Like a miracle… The last of its kind."

"Just me now."

"The last of its kind."

Sadness… but no anger.

El gasped, turning over to Liz. "Come here!" She pulled on the woman's arm, running back over to the button console.

The Doctor looked up, eyes going saucer sized. "El, no!" He yelled, trying to run over, as El slammed Liz's hand down on the button. "No!"

The sound of gigantic clamps being released reverberated throughout the room, and the Star Whale roared, the room beginning to shake like an earthquake was tearing through it.

"El…" The Doctor breathed, looking around. "What have you done?"

"Nothing…" El replied, looking around as the room settled.

"We've increased speed!" Hawthorne incredulously breathed.

"It's still here…" Liz looked down to the exposed brain, which was completely calm. "I don't understand."

"Didn't come from nowhere," El spoke, the most words the Doctor had ever seen her speak since she'd come on board the TARDIS, "Wanted to help. Knew you needed help." El turned to look at the Doctor. "Old, and nice, and the last." She tilted her head. "Couldn't just watch."


The Doctor stood, arms crossed, as he looked out into the vast blue expanse of space.

Little footsteps came up from behind, and he turned, as El held out the porcelain mask.

"From Liz." El stated. "No more secrets."

The Doctor glanced at her, and back at the empty space outside. "El… You could've killed everybody on this ship."

"…Star Whale." El replied.

The Doctor looked back at her. "And you saved it… I know, I know."

El looked out. "The pain… just made it nice." El closed her eyes, feeling void of the Star Whale's misery for the first time since they'd stumbled across the ship.

The Doctor furrowed his eyebrows. "But you couldn't have known how it would react."

"Not you." El retorted. "Knew it because I saw you."

The Doctor smiled, pulling El into a hug. "Hey, for what it's worth… I'm sorry about blowing up earlier. And I'm not really going to drop you back on Earth."

"I know."


"Right then, big day tomorrow!" The Doctor said, striding back into the TARDIS. Sniffing at his clothes and pulling back. "Maybe a bath would be a good way to finish today off."

El froze up, the TARDIS doors slamming shut behind her. "…bath?"

"Yeah, you know, a bath." The Doctor replied, glancing back at her. "You know, soap, shampoo, to get all the nasty stuff off you so you can sleep well… Why, do you not like baths?"

El shook her head. For contexts, the 'baths' she was used to were sessions in sensory deprivation tanks, to use her powers to spy on people across the planet or make contact with monsters from alternate dimensions.

The Doctor looked at El, picking up on her discomfort. "Hey, don't worry… The baths on board the TARDIS are nothing like the baths you're used to. Promise."

"Promise?" El repeated, not knowing the word.

"Something I won't ever break." The Doctor pledged. "Cross my hearts."

The two jumped, startled, as the phone on the console began to ring.

"What is that?" El asked.

"Phone!" The Doctor replied, walking up to the console, setting the controls. "People use it to talk to each other. It's that rectangle sort of looking metal square, could you answer it for me?"

El leaned across the console, and picked it up, the ringing ceasing as she held it to her ear. "H-Hello?" She turned to the Doctor. "He says he is… 'Prime Minster.'"

"Minister." The Doctor corrected. "Which one?" He pointed at a red lever nearby El, the girl pulling it in response.

"Which one?" El asked into the phone. "Brit-ish."

The Doctor rolled his eyes. "Which British one?"

"Which British?" El asked. "Winced-in Church-hill."

The Doctor laughed at El's pronunciation, taking the phone. "Winnie! What's up?"

"Tricky situation, Doctor." The WWII era Prime Minister answered. "Potentially very dangerous… I think I'm going to need you."

"Don't worry about a thing, Prime Minister," The Doctor replied, smiling all the while. "We're on our way." He placed the phone back down on the hook, looking to El.

The TARDIS shook as it once again dematerialized, leaving the Starship UK and its people behind.

Unbeknownst to any of them, however, a gigantic, sinister crack had split into existence on the outer hull of the ship, glowing faintly…