Into the Dalek

"You're staring again," the Doctor spoke as he absently ran some scans on the TARDIS console. There was a faint beeping, the box picking up some distant distress call and trying to pinpoint where it was coming from.

Mac gave him a small smile, "Sorry."

He looked over at her, a smile on his face as well, "You don't sound sorry."

She shrugged, "I suppose I'm not," she agreed, moving around the console and over to his side, winding her arms around his neck as he turned to her, his hands coming to rest on her waist, "Turn about is fair play, and all that."

He snorted, knowing it was her referencing back to all the times he would secretly steal glances of her over the years, "I was more subtle than that," he tried to defend.

"You really weren't," she countered with a small laugh.

He let out a long suffering sigh, holding onto his 'wounded' expression for all of a moment before his lip quirked up in a smile once more, "You've been doing that a lot," he remarked.

After his tumultuous regeneration, he and Mac had decided to give Clara some time to process it on earth before they popped in again. They hadn't been able to find a café when they'd touched down last and so they'd brought Clara home with the promise they would pop back with some coffees from the best café in the universe. And they still planned to do that, it was just that they needed time to settle, to find themselves and each other again, before they set back down with Clara. It wasn't fair to the girl to have him being so erratic and all over the place while he worked out the sort of man he was.

Mac's regeneration hadn't been as bad, she'd settled fairly quickly, her mothering instincts coming to the forefront quite fast to match with her older body. She mothered people, she fretted, and she defended 'her young' to the death. Simple, but powerful.

He…he still wasn't fully sure what sort of man he was. He knew he was a bit of a grouch, he was less patient with other people than he had been, he wasn't as keen to have humans get involved. He had a theory it was due to Christmas, to living among them for so long he just had his fill of them for now. He'd spent so many centuries doing nothing but defending them and protecting them, he just got frustrated more easily when they made stupid mistakes, even if the people who made them were not the same people from Christmas but just normal humans. And, he found, he was a little more callous and brash this time around, not quite unintentionally rude like the last few hims, but appearing less attached to the strangers around him.

When he tried to put his finger on it, on how he felt, about others, about himself, the only thing that came to mind was just…an old war doctor. A doctor who had just seen too much and hardened himself against the suffering of others so he could do his job without losing his mind. He was more clinical and distant than he'd been, more objective. He didn't get as emotionally attached but focused on the problem and how he needed to solve it. Things he got into were dangerous, people around him would know just how dangerous, so they'd make smart choices. But if they were stupid, if they acted like a pudding brain, it wasn't on him, he'd warned them, he'd given them instructions to follow and if they didn't, it was on their head. He couldn't afford to worry about every single person around him, he had to focus on the ones he could save.

Yes, he felt very much like a doctor who had just come from a warzone, from the field of battle, where every choice had to be who had the best chance of surviving and who couldn't he save. Even if he hated that it came to that, saving someone was better than saving no one.

"You're worth looking at," Mac said simply, pulling his thoughts back to the present.

"That's my line," he joked.

She smiled, "I just…I still can't believe…"

"Hey," he cut in, winding his arms around her more, "You're worth it," he used her words back to her, "I have no qualms being an ancient relic if it means you smile."

"Don't go THAT old," she laughed, smiling widely.

He couldn't help but return the smile, even just at them standing there like they were, so close. It was hard for Mac to let herself be close to him in his last body. Even when it was the two of them, alone, there was always a bit of hesitancy to her. She'd spent so long around the humans, with how they viewed age, it had rubbed off on her and she hadn't felt as comfortable looking so much older than him. Because she would look at him and remember all the people who thought he was her son or that she was taking advantage of a younger man.

Now, now they were the same, he'd even gone a bit older than her to make sure she'd be comfortable.

This was all the proof he needed that he'd made the right choice in focusing for an older body…even if it still bothered him why his face was so familiar.

"I like you being a little bit spry," Mac added.

"Spry?" he snorted at the word.

"Have to keep up with me," she teased.

He opened his mouth to remark how he could keep up with and destroy Daleks at his very oldest so keeping up with her, in any body, wouldn't be a problem, when the console began to beep in an alert, the distress call now locked on.

Both Time Lords turned to it, to the monitor that was tracking the location of the call, to see a small shuttle trying to navigate through an asteroid field…and being fired upon by a Dalek saucer. Gone was the lighthearted air from moments ago, replaced with the serious nature that came with anything Dalek related.

They both hurried to the console, each taking a side, as the comm. began to echo out the distress call while they frantically worked.

"Aristotle, this is Wasp Delta, do you hear me?" a young woman was shouting, "Stay with me, Kai. Stay with me, please. Aristotle! We have been hit. Major damage. Aristotle! Aristotle! The enemy are right on top of us!" there was a loud crashing noise, alarms from the shuttle going off, "I'm sorry…"

"Got it!" Mac called over to the Doctor, managing to get the coordinates of the TARDIS to lock onto the life sign in the shuttle.

He reached out and yanked a lever down to materialize the ship around the sign as an explosion rang out over the comms., the small shuttle exploding on the monitor…right as a flash of light deposited a young woman in military garb on the floor, mid-scream, clearly expecting to be caught in that explosion, her eyes scrunched closed. Mac glanced over at the Doctor when he rolled his eyes at the woman's reaction and shook her head at him, moving over to check on the girl as the scream died out and she seemed to realize she was still alive.

"You're alright…" she began to speak to the girl, whose eyes snapped open at the sound of another person and she quickly scrambled to her feet, grabbing a gun to aim at them. Mac didn't even blink at the weapon, "If you feel a bit sick, that's normal, completely normal. I have a bucket if you need it…"

"Where's my brother?" the woman demanded.

"Oh dear," Mac breathed, frowning as she realized why the woman would be asking that, if she was teleported there but her brother was not. It would mean the boy had been in the shuttle, but the TARDIS scan hadn't picked up his life sign...which meant he'd likely died in their escape.

"Hello, I'm the Doctor," the Doctor spoke, trying to get the woman to move the gun away from Mac and over to him, not comfortable with all that even if Mac seemed unperturbed, "That's Mac."

"He was right beside me," the woman continued, "Where's Kai? How did I get here?"

"The Doctor and I materialized our ship around you," Mac began, "We locked onto the life signs in the ship. I'm so sorry, your brother didn't register."

"Yes, we saved your life one second before your ship exploded, but do please keep crying," the Doctor huffed.

The woman glared at him, "My brother's just died!"

"His sister didn't," he reminded, focused on that. The brother had been gone before they'd gotten there, they wouldn't have been able to save him anyway, but they could this girl, "You're very welcome. Put the gun down."

"Or what?"

Mac sighed and pulled a rubber band out of her pocket while the girl was distracted, looping one end on her finger and pulling the other end back, aiming it and launching it at the back of the girl's hand, the stinging pain causing her to drop the gun, "What's your name?" she asked when the girl rubbed her hand and turned to glare at her even as the Doctor smirked and crossed his arms to watch on, it always amused him the ways she got things done.

"I'm Lieutenant Journey Blue of the Combined Galactic Resistance," she stated, "I demand you take me back to my command ship, the Aristotle, which is currently located…"

"You're being rude," Mac cut in, "I'm certain your mother or father or parental figure raised you better than that. Use your manners."

Journey looked at her a moment, glancing between them, unable to help shifting when Mac crossed her arms and gave her a look that reminded her far too much of when her mother would scold her as a child, and cleared her throat, "Um…will you take me back to my ship?" and, when Mac lifted an eyebrow, added, "Please?"

"Thank you," Mac smiled and nodded, "Very much appreciated. And yes, of course we can give you a lift," she turned and headed back to the console.

"The Aristotle's the big fella parked in the asteroid belt, yeah?" the Doctor called over to her, putting in the coordinates.

"It's shielded," Journey warned.

"More or less," the Doctor agreed, laughing when Mac rolled her eyes.

"He loves breaking through things," she told Journey, "This is a good day for him," now if they could destroy the Daleks attacking the Aristotle, it would be a great day.

"And I do it so well," the Doctor agreed, pulling a lever and setting them off, "Dry your eyes, Journey Blue. Crying's for civilians. It's how we communicate with you lot."

~8~

It was almost ironic, Mac felt, when she stepped out of the TARDIS after they set down, to see they'd parked the box in a medical area of the ship. Almost ironic, because it didn't look much like a medical sector, there was debris everywhere, boxes of storage, it seemed almost disused in how much junk was littered everywhere. It was a bit worrying, to her, because for a medical wing of a clearly military ship to not be used…it meant they either lost people too fast to treat them, or they weren't even trying to help them, and neither boded well.

"It's smaller on the outside!" Journey breathed as she followed Mac out, turning to look at their ship only to see that it was a police telephone box and not anything like a real ship.

The Doctor rolled his eyes, stepping out after her and shutting the door securely behind him, "It's a bit more exciting when you go the other way."

"Why is your medical wing like this?" Mac cut in, really very worried about that.

She knew that these humans appeared to be engaging with the Daleks, so it wasn't hard to work out, with how deadly they were, that there would be little need for medical when Daleks rarely ever left people alive. But it also meant that the Daleks weren't losing any numbers or power if they were still picking off the humans. That never boded well when facing a Dalek, for them to not weaken, the humans weren't making a dent in their numbers.

"It's not a medical wing," the Doctor corrected lightly, moving to Mac's side to look around more, "It's an entire hospital," he nodded, "It's not a battleship."

"We don't need hospitals now," a man spoke, older, with greying hair, striding in with a handful of armed guards, "The Daleks don't leave any wounded, and we don't take any prisoners."

The Doctor stepped forward, moving himself in front of Mac at the sight of the weapons in the guards' hands, "My Chosen and I saved your little friend here, if that's in any way relevant to mention."

Journey glanced between them and the man, the guards, and sighed, nodding, "That's true, sir," she told him, not wanting the people who saved her and helped her get back to accidently be shot, "They did."

The man eyed them before giving them a nod, "Thank you."

"You're welcome," Mac offered as she moved beside the Doctor, linking her arm with his as she knew it would likely be the only way to keep him from trying to block her again. That was something she'd noticed happened more with this version of him, he was always so quick to step in front of her, to protect her, not that he hadn't before he'd regenerated, but he would also puff out his chest and straighten up as though to try and intimidate the person threatening them too, "I wish we could've done more," she added.

"Yes," the Doctor nodded.

"Then you should have," the man gave them a hard look.

"Ok," the Doctor scoffed.

"Hard to save someone who's already dead," Mac told the man, "What did YOU do to save them, again?'

The Doctor barely managed to keep in the snort threatening to escape. For as fretting as Mac appeared to others, she could be sharp as a knife when someone tried to upset him or threaten him or those she cared about. Her words had the desired effect, the man flinching and looking away, reminded he was likely the one who sent Journey and her brother on that mission in the first place.

"But you did save Journey," the man amended, "And, for that, I am personally grateful."

"Well…" the Doctor began, but the man wasn't finished.

"However, the security of this base is absolute. So we're still going to kill you."

"Oh, it's a roller coaster with you, isn't it?" the Doctor huffed, moving his hand to place it on Mac's on his arm, to keep her from striding forward and threatening the man right back.

"Shoot them, bag them, and throw them outside," the man gave the order.

"No!" Journey cut in before Mac or the Doctor could respond with a clever word why that wouldn't be a good idea, "Stop!"

"I'm sorry," the man shook his head, "They might be duplicates…"

"He's a doctor," Journey spoke, glancing at the Doctor and back to the man, lowering her voice though the Time Lords could still hear her, "And we have a patient, don't we, Uncle?"

The man looked from Journey to the Doctor and back, sighing, "This way," he turned and strode out, the guards not moving till the Doctor and Mac followed him, taking up the rear to keep them moving through the hospital.

"If you have a patent, why aren't they in the medical wing?" Mac had to ask as they went on, a bit hesitant and stuck on that detail.

"And why does a hospital need a doctor?" the Doctor added, very aware the man said they don't take any prisoners and there were no injured. But yet they had a patient, and no doctor to treat it? There should have been a doctor, at least one, to be found on such a craft.

"The Aristotle wasn't always hidden," Journey's uncle sighed, "The Daleks got here before us."

Journey looked over at the Doctor, noting how he kept tugging Mac closer and eyeing the guards around them with disdain, "You don't like soldiers much, do you?" she asked.

"You don't need to be liked," he scoffed, "You've got all the guns," his stiffness and hesitation was quickly replaced though, when they entered the lab of the base, to see a very large device that looked like a clear tube with bench seats inside it, "Wow! A moleculon nanoscaler!"

Journey gave him an odd look, "You know what it does, then?"

Mac laughed, "It's on the tin, isn't it?" she asked easily, "Scaler, means it changes size, moleculon, means it can go to a molecular size."

"It miniaturizes living matter," the Doctor nodded, "What's the medical application, though? Do you use it to shrink the surgeons so they can climb inside the patients?"

"Exactly," Journey's uncle stated.

"I think there's a few movies like that," Mac considered it, trying to recall if there were. She hadn't exactly been very sociable when she'd been on Earth with UNIT, not one for 'movie nights with the gang,' but it sounded familiar.

"Are you going to miniaturize us?" the Doctor glanced at Journey's uncle.

The man hesitated, coming to a room marked '78' and turned to him, not answering that question, but offering another, "You're a doctor, aren't you?" he waited till the Doctor nodded, before turning to open the very secure doors behind him, "Then this is your patient."

The room within was pitch black for all of a moment…only for a blue eyepiece to flicker on, the stark contrast of it to the darkness making it crystal clear in the blackness. Making it very familiar to the Time Lords.

"No," the Doctor nearly leapt back, pulling Mac with him, pulling her behind him, "You don't understand. You can't put us in there!"

"Doc-tor?" the voice of their nightmares spoke in the room, the lights coming on a moment later to reveal a very old-styled, battered Dalek, "Doc-tor."

Mac frowned at that, "How could you possibly remember him?" she breathed, shaking her head, Clara had basically given her life to erase them from the Dalek records, all of them, and even if this one was too old to be affected, the Doctor had regenerated, he shouldn't be recognized, "You can't know him!"

"He doesn't," Journey's uncle remarked, "We promised him medical assistance."

"Are you my doctor?" the Dalek asked.

"We found it floating in space," Journey tried to explain, noting how truly frightened and startled both Mac and the Doctor looked.

"We thought it was deactivated, so we tried to disassemble it," her uncle added.

"You didn't realize there was a living creature inside," the Doctor murmured.

"Till it started screaming," Mac finished, recalling what the Doctor had told her of Van Staten and his museum, how he kept trying to cut into the Dalek even as it screamed.

"Help me," the Dalek begged.

The Doctor glared at it, stepping forward, putting himself firmly in front of Mac, "Why would we do that? Why would any living creature help you?"

"Daleks will die."

"Good," Mac breathed.

The Doctor nodded, "Die all you like. Not my problem."

"Daleks must be destroyed," the Dalek continued as though they hadn't spoken.

"Daleks must be de…" the Doctor blinked, shaking his head, truly startled at that, "What did you just say?"

"All Daleks must die!" the Dalek declared, starting to swing its laser arm and plunger arm around, seeming to try and roll forward to attack but held back by the various wires and chains circled around it, "I will destroy the Daleks. Destroy the Daleks. Destroy the Daleks!"

~8~

The decision to gather Clara wasn't an actual decision to be made, it was just the next logical thing to do. The humans on the base were at war with the Daleks, THEY hated the species with a passion, they needed a third party that wasn't as biased as they were against the creatures. Clara had only had one experience with the Daleks and it was in an echo life she barely remembered. She would be the only Companion who knew his new face and wouldn't require excessive explanations about why and how he'd regenerated, that they cold get to quickly to deal with this.

It said something to the Doctor that Mac didn't argue about not bringing Clara along, given how dangerous Daleks could be, he knew she was very protective of her companion, had grown even more so once they'd saved Gallifrey and she'd become an official pilot, making Clara her true and real companion and not just in an unofficial capacity. For her to think they needed Clara's opinion in this, it meant she was equally alarmed and concerned about what was going on with the Dalek.

So they popped back to the TARDIS, quickly stopped by the café they'd promised Clara, and got her some coffees, before they parked the TARDIS in the closest place the scanners picked her up at Coal Hill, which ended up being a supply cupboard apparently. It appeared Clara had heard them landing though, for Mac had only just opened the door to step out and go look for the girl when Clara herself was opening the supply cupboard door and they nearly walked into each other.

"Where the hell have you been?!" Clara gasped when she spotted Mac, moving forward to hug the woman, having been clearly worried.

"How long…" Mac began.

Clara pulled away with a deep frown, "Three weeks."

"Right," Mac winced, "Sorry, we were aiming to land closer than that…"

"We got coffee," the Doctor offered, holding up the square carton with three cups set into it.

"Three weeks," Clara repeated.

"So we should have brought pastries?" the Doctor asked, giving her a look that said he clearly wasn't sure why she was repeating that or why it was bad.

"Three weeks is dead in a ditch," Clara crossed her arms to give them a look.

"It's not Mac's fault, I got distracted."

Clara rolled her eyes and walked past him, into the TARDIS, as Mac laughed behind her at his defense, "What got you distracted this time?" she asked, turning to face them as they shut the doors, "A fez?"

"Better question, why were you smiling?"

"No, I wasn't. I'm cross right now. Cross and worried, no smiles to be had."

"I think he means before," Mac told her, taking the coffees from the Doctor, one for her and one for Clara, and walking over to the girl to offer her her cup, "When you just opened the door, you were smiling."

"Nothing."

"You were smiling at nothing?" the Doctor gave her an odd look, "I'd almost say you were in love, but to be honest…"

"Honest?" Clara narrowed her eyes at him, lowering her cup, not sure she wanted to have a mouthful of liquid when he spoke next.

"You're not a young woman anymore."

"Yes, I am."

"Well, you don't look it."

"I do look it."

"Hmm," he looked back and forth between her and Mac, before shaking his head, "I don't see it."

Mac had to cover her mouth with her hand quickly to avoid spraying her coffee all over the floor as she tried not to laugh at that response even as it made something warm bloom in her chest. She knew that, despite having human companions so often, the Doctor had never come to look at the physical appearance of a person as an indication of age the way she had. Part of it was likely because he hadn't actually lived on Earth the way she had, still going to other planets around the universe and time. But to hear him say that, to compare her and Clara, and feel that Clara looked 'old' to him…while it wouldn't be nice for Clara to hear, it just…it made her feel a swell of affection for the mad man.

He hadn't seen HER as old, he hadn't seen her as anything other than Mac, than Naery, than his Chosen. He just saw her, not her age, not her appearance. She had never been 'old' to him, not now and not before.

"Sweet," she murmured once she could speak, stepping forward to kiss his cheek, earning a smile from him.

Clara rolled her eyes at them, "So come on, what distracted you?" she asked.

"Right," the Doctor nodded, turning to her, "Clara, we need something from you. Well, I do. I need the truth."

"Ok," Clara grew serious, "Right, what is it? What's wrong?" she looked between the two aliens, how close they were, how tense, the way Mac almost seemed to be leaning against him for comfort, and realized, "You're scared."

"I'm terrified," he admitted as Mac nodded.

"Of what?"

"The answer to my next question," the Doctor told her, moving to sit down on the steps that led up to the console, Mac beside him and a step below, holding his hand as Clara joined them, sitting opposite to them, "Which must be honest and cold and considered, without kindness or restraint. Clara, be my pal and tell me...am I a good man?"

Clara frowned, considering it, considering what she knew of him, "I…don't know," she told him.

"Neither do I."

"I haven't been around THIS you enough to know," Clara added, not wanting either of them to think she thought less of him, it was just…she didn't know HIM the way she had the last him.

"I'm a bit too biased," Mac shrugged her own answer. And she was. The first her that travelled with him had been too set against him, finding fault in everything, the last her so guilty for it she would see the best in him no matter what. This her…she still felt that guilt, she wouldn't want to assume anything about him the way she used to. She'd be too inclined to not want to hurt him again.

The Doctor let out a long sigh, nodding his head, expecting that, as he squeezed Mac's hand, before standing and tugging her up with him, the two heading for the console.

"Er, hey, no offence," Clara called, hurrying to join them, "But I've got plans."

The Doctor just turned to her, "We need you," he told her, serious.

Clara took a deep breath, knowing he wouldn't admit something like that if it wasn't very serious, if something wasn't very wrong, "Right. Where are we going?"

"Into darkness," the Doctor said dramatically, flipping a lever to fly them off.

Mac rolled her eyes, "To examine a 'good' Dalek."

Clara blinked at that, "A good Dalek?"

"There's no such thing," the Doctor muttered with a scoff.

"That's a bit inflexible. Not like you. I'd almost say prejudiced."

"Do I pay you?" the Doctor huffed, "I should give you a raise."

"You're not my boss, you're one of my hobbies," Clara declared.

Mac chuckled, shaking her head as the TARDIS landed, "Come on," she reached out to link her arm with Clara's, leading her to the door with the Doctor following.

"That was quick," Journey remarked as they stepped back, a little surprised the girl was still there from where she'd escorted them to the box, but a quick check of time told them it had barely been 2 minutes since they'd departed.

"This is gun girl," the Doctor gestured at Journey, introducing her to Clara, "She's got a gun, and she's a girl."

"Journey," Mac clarified, "We were able to help her from other Daleks attacking her, brought here here, which is where the good Dalek is."

"Yes, and this is a sort of boss one," the Doctor added, nodding his head at the woman's uncle as he stood beside her, "Are you the same one as before?"

"Yes," the man glared.

"I think he's probably her uncle, but I may have made that up to pass the time while they were talking…"

"And this is Clara," Mac tried to introduce Clara to them.

"Not my assistant."

"MY Companion."

"Now, where's the patient again?"

Journey's uncle rolled his eyes and turned, leading them out of the medical wing and through the halls, heading for the Dalek's room once more. It was still there, still chained up, but calmer than it had been when it had been shouting about wanting to destroy its fellow Daleks.

"Doc-tor," the Dalek greeted when it registered them in the doorway.

Mac reached out to take Clara's hand, feeling her tense beside her. The girl might not remember everything about when she'd become a Dalek for a short while, but that voice…no one could ever forget the voice of a Dalek.

"Hello again," the Doctor eyed it.

"Will you help me?"

Clara hesitated, seeing the deep frown on the Doctor's face, the way Mac was clenching and unclenching her free hand, like she wanted to wring them together but didn't want to let go of Clara's, "Will you?" she wondered.

The Doctor shook his head slowly, "A Dalek so damaged, it's turned good. Morality as malfunction. How do I resist?"

"Daleks must die," the Dalek stated, "Daleks must die."

Clara shuddered, familiar enough with Daleks, from her vague memories and things Mac and the Doctor had told her over time, to know this was not normal behavior for one, "So, what do we do with a moral Dalek, then?"

"We find out how it became so moral," Mac remarked, "And hope we can replicate it in other Daleks."

"We get into its head," the Doctor said simply.

"How do you get into a Dalek's head?" Clara frowned.

"Literally," Mac glanced at her, giving her hand a squeeze for reassurance.

~8~

Mac gave the Doctor a small smile when he reached out and took her hand, stopping her from wringing them together in a habit she was starting to realize belied her nerves. She was standing in the lab, watching as the nanoscaler was prepared, a few other guards checking weapons and supplies while Journey spoke to Clara after having given them their own nano-controllers to help with the miniaturization.

"It'll be fine," the Doctor murmured beside her. He could have said it all in her head, he knew, but…he was finding this version of him liked saying it to her instead. He liked being able to comfort her and be close to her without judgmental looks from the humans. So much of their time after she regenerated felt like hiding, like a secret, like he could only speak to her in her mind, and he didn't have to any longer.

"You can't promise that," she countered, giving him an appreciative look for the effort though.

He just lifted her hand to kiss the back of it, "I think…the reason I always lost companions was that it was only me looking out for them," he remarked, knowing that was where her mind was now.

Ever since she'd regenerated, it was like her mind was on a constant loop of all the things that could go wrong with certain adventures. Even simple ones, like when they'd literally just popped Clara at a local bookstore so she could pick up a new copy of a book that had been in her bag which accidently fell into a volcano. Mac had fretted while they waited for her to run in. What if she got a papercut? What if one of the bookshelves fell on her? What if there was a robbery? What if a little kid was lost and lured Clara away and it was all a grand kidnapping ruse!? It always started off small, then grew larger but still plausible, and eventually, depending how long she'd been fretting, would grow to quite ridiculous thoughts.

It was rather amusing to him, even if it was exhausting to Mac.

It was, he thought, also a reason why it was best for this body to be older. The last him, it always seemed like the younger the body was, the more reckless he was. The older he was, the less inclined he was to just rush off or get into stupid situations just because he was curious. He wanted to help Mac not feel like she needed to constantly worry about HIM too. Not that she'd ever stop worrying about him, but it was just a little less fear for her. He hadn't actually seen her this bad before, not recently, he should say. He could see in her mind and he knew she was always worrying about Clara, exactly because of what he'd just said. He'd had companions before, Mac never had. Even when Donna, Amy, and Clara travelled with them, the first two had been HIS companions. Clara had been an 'unofficial' companion for quite a while before they'd saved Gallifrey.

It was different, when someone wasn't fully your responsibility compared to when they were. Like an Aunt or Uncle who could babysit a child and spoil them and their dinner and not worry, because they weren't the one caring for the child when it went home. And then getting custody of that child and being its sole source of care from that point on. Clara hadn't really been her companion, not completely, till Gallifrey, and after that it had been such a short time with Clara travelling with them. Christmas had happened and they'd been separated for centuries. This was...well, this was like her first go at having a real and proper companion. She'd been so worried and overwhelmed with his regeneration before, and he knew she felt so guilty she'd put such focus on him and not making sure Clara was safe and alright. Now...now would be the real test of her skill as a pilot and taking on a companion.

She'd been hard enough on him about Donna and Martha and other companions, she was utterly terrified of failing Clara.

Right now she was frantic about the thought of Clara being IN the Dalek, given the first time they'd met the woman. He was hoping to cut off her fear before it grew too extreme and she sent Clara home because he knew that girl would want to go even if she was completely terrified because she'd want to help watch out for Mac (and him) the way they did her.

He was getting the sneaking suspicion that Clara might be starting to see Mac as a sort of mother-figure in her older body than just a companion to a pilot like the last her.

"Now there's two of us to keep Clara safe," he continued.

Mac gave him a sorrowful look, "There were two of us with Donna, and Amy and Rory…"

"We weren't exactly working together with Donna," he reminded her. She had been VERY set to 'protect' Donna from 'his stupidity' at that point, but she would often be very vocal, aggressive, and combative about it. And he would sometimes back off because he didn't want to upset her. Now though, it felt like they were more on the same page about it and how to handle it, "And Amy and Rory…one for each of us. Not two of us watching out for one," he added.

Mac had to nod at that, it did make sense, "I just…worry."

He snorted, "Never would have guessed that."

She cracked a smile, "Shut up."

He opened his mouth, about to do the exact opposite of shut up, ready and willing to continue to distract her as long as he could…when he noticed two armed guards moving into the nanoscaler and sitting down, clearly going to join them, "What are those ones for?" he frowned, stepping over to observe them more, "I don't need baby-sitters!"

"What do you call Mac?" Clara teased.

"I don't need armed baby-sitters," the Doctor amended easily.

Mac rolled her eyes at that, patting him on the arm as she moved past him to enter the nanoscaler.

"We're not baby-sitters," the female guard spoke.

"We're here to shoot you dead if you turn out to be a Dalek spy," the male guard explained.

"Well, that's a relief," the Doctor muttered, moving to sit by Mac, "I hate baby-sitters."

Mac gave him a look, "You basically just admitted I was your baby-sitter," she reminded him.

"I hate human baby-sitters," he amended again.

"Nice save," Clara chuckled, sitting down across from them, leaving one spot open for Journey as the woman stood in the doorway, closing it behind her.

"Ok, listen up," Journey called, drawing their attention to her, "Now, remember, do not hold your breath when the nanoscaler engages. You'll feel like you want to, but you must keep breathing normally during the miniaturization process."

Clara glanced at the Time Lords, "Do I want to know why?"

"Ever microwaved a lasagna without pricking the film on top?" the Doctor asked.

"It explodes," Clara said simply.

Mac gave her a look.

"Oh," Clara blinked, before grimacing, "Ew."

Mac chuckled and leaned forward to reach across the small space to touch Clara's hand, "Just keep breathing," she assured her, "Match the Doctor and I if you feel nervous, ok?"

Clara nodded, taking a deep breath to get herself started as Journey sat beside her.

"Nanoscaler engaging," Journey's uncle's voice came over the speakers, "In 5…4…3…2…Nanoscaler engaging now."

Mac caught Clara's eye and took a deep breath, exaggerating her breathing to help Clara keep going, the Doctor merely squeezed Mac's hand as the process began.

"Nanoscaling in progress," a computerized voice declared, and a crossbeam of light passed back and forth over the chamber, flashing over and over, until there was a bright flash of it, and the capsule shrank, "Nanoscaling complete."

"Nanoscaling successful," Journey's uncle reported, "Everyone ok in there?"

Clara let out a relieved breath, smiling at the Time Lords as she noticed, just out the windows of the capsule, everything looked enormous, yet she didn't feel any different.

"We made it," Journey confirmed, the capsule shaking a bit as it was picked up and carried off to the Dalek, as planned, "Nobody popped."

"I can't believe this," Clara murmured, watching out the panels with fascination.

"No, neither can I," the Doctor agreed, letting out a small 'oomph' when Mac nudged him in the side with her elbow and gave him a pointed look. He had known it would work, of course he had, he would never have allowed HER in there if he thought it wouldn't, he was just being facetious again.

The capsule shimmered slightly, the light through the panels warping as they were injected into the eyestalk of of the Dalek. Once the capsule settled, Journey moved to a control panel and released the lock on the door, allowing it to open, though there was a film of some sort across the expanse of it, like a wall of jello. The Doctor stood and moved over to it, pressing a finger to it to test it, noticing the wobbling quality of it.

"We'll be following you all the way, Rescue One," Journey's uncle called, "Good luck all of you."

The Doctor pushed against the film, grimacing at the feel, before he pushed his way through to the other side, looking back and gesturing the others to follow through it.

"That was weird," Clara muttered, shivering slightly when she made it through, Mac just after her.

"You've seen nothing yet," the Doctor looked around.

"Oh my," Mac breathed, watching as a spark of light flickered down the 'tunnel' of the eyestalk along what looked like wires embedded in the walls.

"What are the lights?" Clara frowned, noticing them, too.

"Visual impulses travelling towards the brain."

"Beautiful."

The Doctor scoffed at the notion of anything beautiful being found in a Dalek, "Welcome to the most dangerous place in the universe."

"He's clearly forgetting what his bedroom looked like in school," Mac murmured to Clara as she linked arms with the girl to follow the Doctor down the tunnel.

"I heard that!" he called back to her.

"You were meant to!" she teased right back, ignoring his grumbling as he went on.

"Entering the cranial ledge now," they could hear Journey reporting over her comm., "Here."

"Oh, my God," Clara breathed at the sight at the end of the tunnel.

It was…disturbing, that was really the only way to say it. They were on a high ledge, looking down at a red blob with tentacles sticking out of it and one eye. The organic part of the Dalek.

"Well, we can confirm he's very ill," Mac frowned at the sight.

"How can you tell?" Clara nearly grimaced.

"Dalek organic matter is typically green, not red," Mac pointed out.

"Yes," the Doctor grew serious as he observed that.

Everything else was normal for a Dalek, in terms of structure. A hollow space, cables running into it, controls and wires and circuits everywhere allowing that small blob to control everything from sight to weapons to movement. It was a testament, he felt, how truly weak the Daleks were, that they had to build such fortified cases for themselves just to survive and to attack. These blobs, left alone, could do next to nothing to actually attack someone. But…if they could find out how to manipulate the organic matter of other Daleks…it could mean something very significant.

"Behold, the belly of the beast," the Doctor sighed.

"It's huge," the male guard gaped.

"No, Ross," the female guard corrected, "We're tiny."

"So how big is it?" Clara wondered, "That living part, compared to me and you, right now?"

"Right now?" Mac hummed, "Big. Normally, you could probably step on it and notice you've stepped in something."

"You see all those cables?" the Doctor added, trying to impart some warning to Clara how truly dangerous it would be to touch anything.

"Yeah," Clara nodded.

"They're not all cables," he glanced at her.

"Does it know we're here?" Ross wondered.

"It's what invited us in," Journey reminded them.

"I can't tell if that's normal or not," Mac remarked, drawing their attention over to a set of vertical lights set up in a sort of bank along the walls, like it was part of the inside area of the ledge. Some of them were out.

"It's the cortex vault," the Doctor explained to the others, moving to Mac's side to examine it with her, "A supplementary electronic brain. Memory banks, but more than that. This is what keeps the Dalek pure."

"How are Daleks pure?" the female guard asked.

"Dalek mutants are born hating. This is what stokes the fire, extinguishes even the tiniest glimmer of kindness or compassion. Imagine the worst possible thing in the universe, then don't bother, because you're looking at it right now. This is evil refined as engineering."

"Literally," Mac nodded to herself, crouching down to gesture at one of the blackened lights, her thought now confirmed with what the Doctor said, "Daleks are always learning, always scanning their enemies for weaknesses. As it learns, it runs the risk of learning too much, things like kindness and mercy. So it blackens out those memories."

"Doctor?" the voice of the Dalek echoed around them.

"Oh, hello, Rusty," the Doctor straightened and looked around, moving back to the ledge to speak down to the organic matter, "You don't mind if I call you Rusty? We're going to need to come down there with you. Medical examination, and all that."

"What, with those tentacles and things?" the female guard shuddered at the thought.

Journey herself looked a little reluctant, "How close do we have to get?"

"Well, you know, we're never going to insert a thermometer from up here," the Doctor remarked dryly.

"Now, we just have to find a way down…" Mac began, looking around the area, her hand in her pocket, already reaching for a bit of rope she kept there…

When Ross fired a harpoon into the ledge opposite them, causing a loud groan, almost like an alarm, to go off.

"What are you doing!?" Mac spun around to gape at the man.

"No!" the Doctor shouted at the same time, when Ross reloaded for another go, "No, no, no, no! Stop, stop, stop!" he lunged forward to try and pull it from Ross, but the man had already fired another, "You idiot!"

"We need a way down," Journey defended, "The only way…"

"There's never ONLY one way!" Mac shook her head at them, holding up her rope to show them there had been others, "This is a DALEK, not just a machine!"

"It's a perfect analogue of a living being," the Doctor agreed, "And you just hurt it. So what's going to happen now?"

Clara frowned, looking between the Time Lords, before a thought occurred to her, "Oh, God."

"What?" the female guard turned to her, "What is it?"

"Antibodies?" she guessed, looking at the Doctor and Mac for confirmation. If they were 'in a body' and something attacked the body, the first line of defense was the immune system.

"Dalek antibodies," Mac agreed, putting the rope back in her pocket just as small round orbs flew into the room, three of them, zooming right over to them.

"Nobody move," the Doctor shouted, his hand flying out to grab Mac's wrist to keep her pulling out any of the various odds and ends she had in there that might come together as a weapon to stop the antibodies now swarming around Ross, "Any attempt to help him, or attack those things, will identify you as a secondary source of infection. Stay still!"

"But the Dalek wants us in here," Clara argued as the center of the orbs turned blue and began to scan Ross, "Why is it attacking?"

"The human body can't control its own antibodies," Mac reminded her, "I don't think Rusty can this either."

"Ross, stay calm," Journey tried to speak to him, "We're going to get you out of this."

"Can you?" Clara looked at the Time Lords, but the grim look on Mac's face told her the answer.

The Doctor grew serious, tossing Ross a small pill, "Ross, swallow that."

"What is it?" Ross frowned, catching it.

"Trust me."

Ross swallowed it, "Now what?"

"Ross!" Journey shouted as one of the antibodies turned on him and fired a beam at the man, disintegrating him.

"Oh, my God," Clara gasped, "What's it doing?"

Mac grimaced when the antibody proceeded to suck up the floating remains, its eye turning from blue to red, "Cleaning, removing the 'infection.'"

The Doctor quickly lifted the sonic as the antibody flew away, catching something on it, "Gotcha."

"What did you give him?" Clara asked him.

"Oh, just a spare power cell, but I can track the radiation signature. I need to know where they dump the bodies."

"I thought you were saving him!" Journey glared at him.

The Doctor didn't even look at her, focused on the sonic, "He was dead already. I was saving us. Follow me and run."

"Run," Mac urged the others, half pushing them on ahead as the Doctor took off before following after, managing to get them all going before the antibodies that were still there could notice and attack, putting enough distance between them that they could avoid the blasts for the moment.

They caught up to the Doctor at a hole set into another ledge.

"They've dumped him in here," the Doctor was saying, working on getting the hole open, "Organic refuse disposal. We need to get in there."

"Why?" Clara panted from the run, wincing when Journey and the other guard began to fire at the antibodies to keep them back, likely only making it all worse.

The Doctor glanced up as Mac came to help him move the opening, "Those antibodies won't give up until we're inside there," he said, sounding more like he was apologetic to Mac than anything else, "I'd rather go in alive than dead."

"You don't know where it goes!" Journey shouted back at him.

"Yes, I do. Away from here. Now in. In! In!"

This time it was the Doctor making sure everyone else went in first, Mac in the lead followed by Clara, then Journey, though the last guard refused.

"I can hold them off," she tried to take a stand.

"No, you can't," he argued, flashing the sonic to hold the antibodies back just long enough to grab the woman and shove her towards the hole, following her down just as the antibodies regained their movement and flew past.

~8~

"I think I'm going to be sick," Mac seemed about to try and cover her nose with her hand only to grimace and pull it away from her face as it was covered in the liquid gunk they had fallen into at the end of the slide. A room full of just a sloshing, foul smelling liquid.

"Urgh," Clara shared her sentiments, "What is this stuff?"

"People," the Doctor said, not sugar coating it, just starting to make his way through the slush, "The Daleks need protein. Occasionally, they harvest from their victims. This is a feeding tube."

"Is Ross here?" Journey looked around.

"Yeah. Top layer, if you want to say a few words."

Journey glared at him and grabbed him as he passed her, shoving him into the nearest wall beside her, "A man has just died! You will not talk like that!"

The Doctor just gave her a look, "A lot of people have died," he said flatly, "Everything in here is dead, and do you know why that's good?"

"There is nothing good about that!"

Mac sighed, reaching out to put a hand on Journey's shoulder, "If nothing is alive here, then the antibodies won't search here, because, by that logic, we can't be here and be alive."

She knew that was the point he was trying to make, he was just…making it very, very poorly and in bad taste and at the worst time…

Oh dear, Christmas really had done a number to him, hadn't it?

A glance at Clara, at the concern and sorrow and anger and hurt on her own face told her she was going to have to speak to the girl about the Doctor, the new him she'd come to know, to help her understand the man. SHE had had ample time with him, she was always with him, but Clara only saw them once a week by her timeline, she wouldn't have had enough time to know him and why he was like this. For that matter, this Doctor wasn't as open or willing to share with others, he had told HER things he likely wouldn't admit to Clara too.

"Nobody guards the dead," the Doctor agreed, "Mortuaries and larders, always the easiest to break out of. Oh," he paused, seeming to realize how he was sounding, and sighed, looking over at Mac, "I've lived a life."

"That you certainly have," Mac gave him a small, sorrowful and understanding smile.

The Doctor let out a breath he hadn't known he was holding, one that had nothing to do with the absolutely rancid smell of the refuse tank, and felt himself relax. He knew how he sounded, it was hard not to when humans reacted like that to things he said or did. He'd found, though, that this him cared less about what the humans thought of him, and more about how Mac would take it. He'd been in Christmas so long…it was like the faces and names of all the humans there just blurred together, till they were just humans. But Mac…Mac was always there, always with him, always Mac.

It was something that hit him harder than he thought it would. Traveling with a human companion he knew that was a fact, humans faded, they left, they didn't stay, but he could distract himself with adventures, pretend it would go on. It never did. Being so stationary on Christmas, he couldn't avoid it any longer.

The only one who would ever stay would be Mac.

Why should he care how others took him? If he hurt the feelings of a human he'd never see again? MAC was the one he worried about.

But he knew, that the moment a human was in danger, she'd fret and try to help and so he would help, too. He'd keep them safe, so as not to upset her, and because it was right to do so. But he felt like that care, that genuine empathy wasn't there as strongly any longer. He was cool, callous, serious, he knew that, too long in war would do that to anyone. People died if they didn't listen to him or do what he said, so he had to be in charge, he had to be the one leading.

He just…worried, about how Mac would take it, how he acted now. If he was too callous and inconsiderate for her to tolerate any longer.

To see her understand him, why he was this way, what he felt, how he felt…to know she saw it and was telling him she accepted it, would stay with him…

It was a relief in the middle of hell.

"Tell Uncle Stupid that we're in," the Doctor ordered to Journey, getting back to the situation, because they really were in hell right now and he had to get Mac and the others out of it. He looked around, pushing off the wall, when the wall itself caught his attention, a large circular thing just barely sticking out of it, "Ah ha! A bolt hole!" he moved over to it with the sonic, like a large bolt in the wall, and began unscrewing it.

"He'll get us out of here," he could hear Clara assuring the others as Mac came over to help him, eager to get out of there and away from the stench, "The difficult part is not killing him before he can."

"Bolt hole," the Doctor continued, though it was more for Mac's benefit, she really did not appear pleased to be there and he didn't want her to hurt herself trying to get the bolt out of the wall in her rush, "Actually, a hole for a bolt. Does nobody get that?"

"Also, there's the puns."

Mac cracked a small smile, "A way to 'bolt' from the room?" she gave him an appreciative glance for his attempt, before they finally got it off the wall and turned to the others, "Ok, come on, out you go!"

"Watch it, decontamination tubes are hot," the Doctor added as the others began to head over and start climbing into the tunnel, the female guard going first with her weapon.

"Rescue One to Mission Control," Journey reported as Clara went in next.

"This is Blue, Rescue One," her Uncle picked up, "Report."

"The Dalek has an internal defense mechanism. We've lost Ross."

"What kind of defense mechanism? That thing knows you're in there to help it."

"Yeah, well, who knows? It's a Dalek. We're going to continue the mission."

The Doctor gestured Journey into the tunnel, before urging Mac on ahead of him, taking the rear.

"Everyone alright up there?" Mac called up, "The holes can be a bit narrow, but you should be able to maneuver up."

"We're fine!" the guard called back, and there was a thudding noise that sounded like a grate falling off a wall and clattering to the ground.

It was quick work after that, getting out of the bolt hole and into another hallway, though there was an odd, scratching noise, that sounded almost like a theremin.

"What's that noise?" the Doctor asked, looking around just after he'd checked Mac was alright when he got out, "Are you wearing a Geiger counter?"

"Standard battle equipment," the guard stated, pulling her counter off a loop on her belt, "That's just low level radiation."

"It's been there since we entered the Dalek, yeah," Mac nodded, looking around a the circuitry in the wall, "But it's stronger here."

"Gimme," the Doctor reached out and snatched the counter from the guard.

"You alright?" Mac moved over to Clara, checking on the girl.

"I'm covered in liquefied dead people," Clara gave her a look, "I'm not exactly peachy right now."

Mac nodded, "Me either," she admitted, watching the Doctor examining the circuit boards with the counter.

"I've got it!" he declared, spinning around, "I know what's wrong with Rusty!"

"Ok," Clara breathed, "That's good…" before she turned to Mac, "IS that good?"

"It depends," Mac remarked, seeing the theory in the Doctor's head about what was happening.

"Well, you know how I said this was the most dangerous place in the universe?" the Doctor stepped over to them, "I was wrong. It's way more dangerous than that."

"Still, can't help but remember your bedroom," Mac shook her head, teasing him even as he rolled his eyes.

"Colonel," Journey reported to her comm., "We have radiation indicators red-lining in here. Could be that the Dalek is badly damaged than we thought."

"Copy that," her uncle replied.

"Old Rusty here is suffering a trionic radiation leak," the Doctor explained, "It's poisoning the Dalek and us. Just as well we're here."

"Really?" Journey eyed him, "Perhaps we should get out while we can. Why should we trust a Dalek? Why would it change?"

"It's a good question," Mac remarked when the Doctor scoffed, "The radiation would affect it, but something had to have triggered it to THIS extreme."

The Doctor considered that for a moment, before calling out, "Rusty? What changed you?"

"I saw beauty," the Dalek answered.

"You saw…what?"

"In the silence and the cold, I saw worlds burning."

"That's not beauty, that's destruction," Journey frowned.

"I saw More."

"What?" Mac called, "What did you see exactly?"

"The birth of a star."

"Stars are born every day," the Doctor argued, "You've seen a million stars born. So what?"

"Daleks have destroyed a million stars."

"Oh, millions and millions. Trust me, I keep count."

"And yet, new stars are born."

"Every time."

"Resistance is futile."

"Resistance to…what?"

"Life returns. Life prevails. Resistance is futile."

"So you saw a star being born, and you learned something," the Doctor began, frowning, deeply considering it, "Oh, Dalek, do not be lying to me," he reached out for Mac's hand before turning to lead them down the hall, "Come on."

"Heading for the trionic power cells, Colonel," Journey reported as she followed with her fellow guard.

"Radiation approxing two hundred Rads," her uncle warned, "Danger levels."

"We're at the heart of the Dalek," the Doctor remarked, looking up to see the organic component of Rusty above them.

"It's incredible," Clara murmured, watching as energy arced and raced along above them.

"Geiger counter's off the scale," Journey called out, "Looks like it's about to blow."

"Room doesn't look too good either," Mac agreed, it was like an explosion had gone off, debris and warped pieces of metal everywhere.

"Could be useful in it, though," the Doctor remarked absently, trying to find the source of the radiation.

Mac gave him a disturbed look and shook her head, "Doctor, I've taken bits and pieces and odds and ends from many different places. First-aid kits, rubbish bins, refrigerators, your pockets, but I am not ever going to take bits from a Dalek. Not ever."

"Yes, sorry," he winced. He'd been trying to lighten the mood, find the 'silver lining' in all this for her, given her habits of collecting 'junk' to use later. Poor taste on his part. He was about to say more when the counter whirred as he turned, "Ah, there it is," he looked over, spotting a crack in the wall through which the radiation and light was bleeding.

"How is that good?" Journey asked.

"Well, I like a bit of pressure. Rusty, can you hear me?"

"Doctor?" the Dalek called back.

"Rusty, we've found the damage. I'm sealing up the breach in your power cell."

He flicked the sonic on and began to aim it at the crack in the wall, using its power to resonate with the metal and seal it back up, "No more radiation poisoning. Good as new. There. Job done."

"That's it?" Clara glanced between the two Time Lords, "Just like that?"

"An anti-climax once in a while is good for my hearts," the Doctor shrugged, putting the sonic away.

"Rusty?" Mac called out, noting the Dalek was suspiciously silent, "How do you feel? Rusty?"

"The malfunction is corrected," the Dalek stated and, slowly, a few lights began to crackle on.

"What's happened?" Journey frowned, looking around.

"Not entirely sure," the Doctor admitted as more and more lights came on.

"It's like it's waking up."

"Well," Mac began, glancing at the tear in the wall, "If that was draining the powercell, sealing it would restore the power?" she looked at the Doctor, so desperately wanting to be hopeful that was ALL it was.

"Rusty, come on, talk to me," the Doctor called out, "What's going on?"

"The malfunction is corrected," Rusty repeated, "All systems are functioning. Weapons charged."

"Oh dear," Mac breathed.

"Oh, no, no, no," the Doctor shook his head, wincing when the Dalek shouted 'Exterminate!' for it could only mean one thing, "No, no, no!"

"Exterminate!" Rusty repeated, "Exterminate!" the small group was thrown to the side when the Dalek began to move around in jerking motions, likely trying to break through its restraints, "The Daleks will be victorious The rebels will be exterminated."

"Colonel!" Journey shouted into the comm., "What's happening out there?"

But there was no response, only the repeated, "Exterminate. Exterminate. Exterminate. Exterminate. Exterminate. Exterminate. Exterminate. Exterminate. Dalek fleet. Communications open."

"Mac, what happened?" Clara turned to Mac as the Time Lady hurried to help her up and get her footing.

"What happened is Daleks don't turn good," the Doctor answered instead, "It was just radiation affecting its brain chemistry, nothing more than that. No miracle."

Mac frowned deeply and looked around, glancing where the crack had been and the lights that came on…

"Let me get this straight," Journey turned to them, "We had a good Dalek, and we made it bad again? That's all we've done?"

The Doctor shook his head, "There was never a good Dalek. There was a broken Dalek and we repaired it."

"You were supposed to be helping us!"

"I gave it a shot. It didn't work out. It was a Dalek, what did you expect?"

"No more talking," Journey huffed, "You are done! Ok, new objective. We are taking this Dalek down."

The Doctor rolled his eyes at Journey, but caught sight of a very angry looking Clara, "What's that look for?"

"It's the look you get when I'm about to slap you," Clara warned, before doing just that and slapping him, hard, across the face.

"Ow!" he winced, his hand flying to his cheek, "Clara!" he glared at her.

"Are we going to die in here?" Clara cut in when she saw him turn and open his mouth, about to call to Mac as the woman looked around, seeming to be studying something, "I mean, there's a little bit of you that's pleased. The Daleks are evil after all. Everything makes sense. The Doctor is right."

"Daleks are evil. Irreversibly so. That's what we just learned."

"No," Mac turned, shaking her head, "No, I don't believe it is."

He huffed, "Mac…you know how they work…"

"Yes," she nodded, crossing her arms, ignoring Journey ordering the guard to place some explosives around the area, "Yes, I do. And so do you. And, forgive me for saying this dear, but if you would stop using your mouth," she made her infamous 'stop talking gesture' with her hand, "And start using your brilliant mind, you'd realize what happened too."

He frowned at her, trying to think it through, but could only shake his head in confusion.

Mac sighed, she should have expected it really. SHE had been the one building weapons on Gallifrey, she understood how they worked better than him and a Dalek was nothing more than a mutant in a very large weapon, "That crack," she pointed at the wall, "Was draining it's power. What do you do when your power is low?"

"Conserve it," the Doctor said.

"Yes," Mac nodded, "By not using any excess power, by not fiddling with the settings, by not USING anything. When that crack sealed, what happened?"

"The lights came back on," Clara stated, "It was restoring power."

"Yes," Mac pointed at her and turned to the Doctor, "It could reset everything, turn things on that should be on and…"

"Turn things off that shouldn't be on," the Doctor realized, "Like the memory core."

Mac beamed at him, seeing his eyes widen as he got it.

When the Dalek was injured, something had shaken the memory core, maybe shorted something, things got jumbled. But the power was so low Rusty couldn't fix it himself, so everything just froze. If that memory of the star was frozen with it, active when it shouldn't have been…it would have still been there for him to see and remember and learn from, his revelation.

Now that Rusty was restored, his power would scan the casing and reset everything to its proper spot, turning on all the necessary memories and getting right to hiding the ones it didn't need.

Like the star!

"The radiation was making it too weak to be of use to anyone," Mac reasoned, "It wouldn't have the power to attack the other Daleks, it couldn't even break out of a few chains! It's not the radiation that made it this way, it IS the star. And that memory is turned off now."

She tried very hard not to make the connection between Rusty and his memories with herself and the hard truths she had learned about the High Council. Rusty had blinded to something wonderful because he was programmed to hate, just like she had blinded herself to the good about the Doctor in her own anger, choosing to not focus on the happy memories, the wonderful things he'd done, and only focus on her hate.

"So if we can just turn it back on…" Clara began.

The Doctor quickly spun to Journey and the guard, the two women working to scatter grenades around, "Whatever you're going to do, don't do it This Dalek must not be destroyed. We can do better."

"Are you out of your mind?" Journey demanded.

"No, I'm inside a Dalek," the Doctor scoffed, "I'm standing where I've never been. We cannot waste this chance. It won't come again."

Really he just needed time, he needed a way to stall the Dalek long enough to get that memory back and active. If they could do that, if they could turn Rusty 'good' again…the possibilities of what that could mean for the rest of the Universe were endless.

"What chance? I have my orders."

"Soldiers take orders."

"And I'm a soldier."

"You're a human being," Mac spoke, sounding both like she was reminding the girl of that and trying to make some sort of point, "You have independent thought. And this…right here, right now, it might get us a tactical advantage to use against the whole Dalek fleet," she stepped closer to them, eyeing Journey, "What will it be? Destroy one Dalek or all of them?"

Journey grit her teeth, looking between them, before huffing, "What do we do?"

The Doctor grinned, "Something better."

~8~

It was a hell of a climb, trying to get to the top of the inner casing, back to the Cranial ledge to get to the memory core. There were no stairs within the Dalek, for there was no need for such things, it wasn't like the Dalek was going anywhere. They made due, climbing up tunnels, using wires to pull themselves higher, climbing up even when they could boost each other. They made it to a recess when the Doctor decided they should take a rest, the humans looked winded and he needed to explain some of the plan.

"The Dalek isn't just some angry blob in a Dalekanium tank," the Doctor spoke to them, "If it was, the radiation would have turned it into a raging lunatic."

"It is a raging lunatic, it's a Dalek," Journey pointed out.

"Except it wasn't," Mac reminded them, "For a short while it was a 'good' Dalek. The star started the process, the radiation just gave it time to consider it all, far longer than another Dalek would have."

"Yes," the Doctor snapped his fingers and pointed at her, "The radiation allowed it to expand its consciousness, to consider things beyond its natural terms of reference. It became good. That means a good Dalek is possible."

"But now it's back to how it was," Journey cut in.

"But what it saw, what it felt, is still there," Mac added, "In the cortex vault. That's where it stores every memory, where it represses some. The lights," she looked at Clara, "Some were off, others were on, because it froze the settings to conserve power. Now I'd be willing to bet some are off now that were on before. We need to activate them."

"Yes, we need to show the Dalek that star being born again," the Doctor nodded, "Recreate that moment. You need to get up there, find that moment and reawaken it."

Clara blinked at that, "ME?"

"Us," Mac cut in before the Doctor could agree with it.

"No, no, I'm pretty sure I meant her," the Doctor frowned at her.

Mac gave him a dull look, "Yes, because the humans would easily be able to navigate through a cortex vault?" she crossed her arms and lifted an eyebrow as though daring him to contradict that.

"Right," he winced, "Hadn't thought about that..."

Mac gave a small laugh and patted his arm, turning to the humans, "We need to get back to the vault so we can activate the memory."

"The Dalek will be suggestible to new ideas then," the Doctor agreed, though he didn't seem as excited for his plan as before. Clearly, in what he'd been saying earlier, he was going to assign something to Clara which meant he'd be off somewhere else doing god knew what, but now it was Mac and not Clara who would be off, "It will be open again. And I will show it something that will change its mind forever."

"What?" Journey asked.

"Not a clue."

She scoffed at that, "This is crazy. There is no way that we can get back up there in time."

"Yes, there is," the guard spoke, pulling her own harpoon out.

"No, Gretchen. It'll bring the antibodies back down on us!"

"Tell me the truth," Gretchen cut in, turning to Clara instead, sensing that Mac and the Doctor were an item and the woman would be biased because of it, "Are they mad, or are they right? I've come this far. Probably going to die anyway. Wouldn't mind something to do for the rest of my life. Are they mad, or are they right?"

"Hand on my heart?" Clara asked, putting a hand to her heart, "Most days she's right and he's mad."

"Thanks," the Doctor huffed a scoff for that one.

"One question, then," Gretchen continued, turning to the Time Lords, "Is this worth it?"

The Doctor grew serious at that, "If we can turn one Dalek, we can turn them all. We can save the future."

"Gretchen Alison Carlisle. Do something good and name it after me."

"We will do something amazing, I promise," Mac crossed her hearts for the woman.

Gretchen took a breath, "Damn well better," and turned to aim the harpoon.

"No, Gretchen!" Journey cried.

Mac winced when the woman fired three wires up to the cranial ledge. She had quite a few things in her pockets, nothing like a harpoon or grappling hook. She'd have to fix that so this never happened again.

"Go!" Gretchen shouted out, hearing the antibodies approaching.

"They're coming!" Clara warned, "They're coming."

"Come on," Mac reached out for Clara's arm, tugging her over to the dangling ropes, grabbing one for Clara and one for herself while Journey fastened her belt to the end of the last wire, "Hold tight," Mac warned her.

"Good luck," Gretchen called, turning to face the antibodies as the mechanisms activated, pulling the three of them upwards. She gave the Doctor a look and a nod, earning one in return before he too dashed off, leaving her to fire at the antibodies till they got her.

~8~

"So what do we do?" Journey asked as Mac led the way to the cranial ledge, to the memory vault of the Dalek.

"A clever thing, quickly," Clara answered as they reached the cortex.

Mac let out a breath, eyeing the lights that were activated, "We were right," she remarked, "There are lights on that were off and ones off that used to be on."

"Can you remember which ones?" Journey looked over at the Time Lady. If they could narrow it down to just the lights that had been on before and were off now instead of assuming all the off-lights used to be on, it could save them time.

Mac gave her a look, "I'm a Time lady," she told the woman, "Yes."

Her memory was exceptional. There were only 3 lights she noted that were off now when they had been on before. The others that were off, had been off before as well. One of those three had to be the star.

"The star is one of the suppressed memories, isn't it?" Clara turned to Mac, guessing the same thing.

"It is," Mac nodded, before turning to a panel on the side of the memory bank, crouching down to rip it off the wall, "Here," she turned and handed it to Clara, "Keep this in front of you," she told the girl, "The antibodies will sense something fiddling with the wires soon enough, they'll come," she looked between them, "Find something to block their fire with, something to take the blast for you. It'll buy time."

Clara nodded, taking the panel and holding it up like a shield while Journey readied her gun, preferring the offensive to defensive position.

"Watch out for antibodies," Mac warned again, "I'll be as quick as I can," before taking a breath and turning to crawl into the opening she'd made.

It was…a wreck. For as much power as the Dalek had managed to restore, it didn't sort everything to rights. There were wires everywhere, which would make it very hard to get to the three memories she recalled the positioning of. But she was crouched down enough to see that there was enough space on the floor to crawl under the wires if she was careful. So she dropped onto her stomach and used her elbows and knees to shimmy through.

"I'm in the cortex!" she called back to the others, moving to the first panel she'd noted should be on and slammed her fist against the side of it, sparking it back on.

'Anything?' she called to the Doctor in his mind, knowing he was trying to stall and distract the Dalek, to get through to it so that when the star appeared he could try and change it back to good without the radiation. Being where she was, she knew which panels held the memories, but not which memory was in what panel.

'Not yet,' the Doctor responded, and she could see what he saw, that memory was of soldiers dying.

"The first light's on!" Clara shouted to her through the wall, trying to keep her informed.

"Got it!" Mac yelled back, and continued to shimmy forward, needing to get to the second memory, "The memory was restored but it wasn't the right one!"

"Well keep going!" Journey ordered.

Mac rolled her eyes, yes because she was just going to give up and not bother with the next two memories. Humans were so impatient sometimes, but she would forgive Journey, the girl was under a great deal of stress. And she was right, the sooner she got the right memory the faster she could get out of there and get back to Clara and the Doctor.

"Um, Mac," Clara called, "I don't mean to rush you but…"

"You'd better get a move on!" Journey cut in, "There's company coming."

Mac winced when the sound of gunfire sounded, clearly the Antibodies had reached them and Journey was holding them off. She reached out and slammed her fist on the side of the next panel.

'Star?' she nearly begged the Doctor.

'No.'

She bit a curse out under her breath and quickly shimmied to the very last one, at least reassured that this one HAD to be the star, there were no more memories to reactivate after this one.

"Hurry up!" Journey urged.

"One more!" she called back to them, needing to prop herself up on one hand and wiggle her arm up through the wires to get to the panel above her. She took a breath and slammed her palm to it, reactivating the memory.

She nearly sagged back down when she saw it in the Doctor's mind, the image of the star replaying for him and Rusty. The reaction to seeing the image was instant, the lights around her dimmed as though the Dalek was stopping in its tracks, as though power was being distributed elsewhere, and she could hear Clara laughing through the wall.

"You did it!" Clara cheered, "The antibodies are going!"

Mac put her head in her hand for a moment, shaking her head and letting out a breath of relief at the realization that they'd actually done it. But she tensed a moment later when a zinging pain shot through her mind, a pain that was not her own…but the Doctor's.

She closed her eyes and focused on him, her mind reaching out to see what was happening to him and nearly flinched back, her eyes snapping open as she hurriedly tried to maneuver her way backwards to the opening again.

He'd gone and spliced his mind into the Dalek's, trying to share more memories of good, of stars being born…and of how the Daleks had destroyed all that life that Rusty now found fascinating. She felt like it was taking forever to get back to the others, each second revealing more of the Doctor's spiraling thoughts and how his plan was getting away from him.

It wasn't easy to think about Daleks and not recall all that they'd done, all they'd lost because of the mutants, all the hatred they felt for the species.

She was hoping she could get out and get to his side before it got to be too bad, not willing to risk touching her mind to his while it was still partly connected to a Dalek's, not wanting to distract him or affect his mental walls.

But just as she reached the panel, she could feel the Doctor's shock and startlement.

Rusty had turned good once more...but was now filled with hatred for his own species, because of how much the Doctor hated them. He had been hoping to make a 'good' Dalek not one who still hated, just hated his own species. All his hopes of any Dalek ever being 'good' were crushed in that single instance, because hatred was what they were built for and built on, so long as it existed in any form, a Dalek could never be 'good.'

~8~

It didn't take much to work out what happened, once they had all been restored to full size again. It wouldn't have been possible to do without Rusty's cooperation and without the humans surviving. Journey had been frantic to get back to the others, informing them that Rusty had drawn the other Daleks there to attack the Aristotle now that its location was known. The base had been infiltrated, the Daleks slaughtering the humans…

So the fact that Rusty was there, working with them, and the humans had survived told the Time Lords that Rusty had converted with enough time to turn on his fellow Daleks and destroy them instead, protecting the humans as a side-effect of that.

"Journey!" her uncle called as they stepped out of the nanoscaler to see the remaining humans gathered there, with Rusty standing off to the side.

"Uncle Morgan," the woman hurried to him, hugging him tightly.

"I have transmitted a retreat signal," Rusty spoke, though he sounded more like he was reporting to the Doctor than anyone else, "The Daleks will believe the humans have initiated the ship's self-destruct."

Clara frowned, looking at the grim look on the Doctor's face and the sad and disappointed one on Mac's, before speaking to the Dalek when she realized they weren't, "What about you, Rusty?"

"I must go with them."

"Of course you must," the Doctor scoffed, "You've unfinished work, haven't you?"

"Victory is yours, but it does not please you."

"You looked inside me and you saw hatred," the Doctor stated, shaking his head, even as Mac took his hand to try and comfort him, "That's not victory. Victory would have been a good Dalek."

"I am not a good Dalek. You are a good Dalek."

Mac let out a soft breath at that, as Rusty turned to leave, putting her hand on the Doctor's arm too, 'If I'm not a good Dalek, neither are you,' she reminded him, of how she'd felt at the Asylum, how she'd felt after all their encounters with Daleks after she'd learned the truth about what he'd done to save the world. All that hatred she'd had inside her, all that anger against him. She had been little more than a Dalek to him during those first few years after the war together.

He had insisted she wasn't then, and so she would insist HE wasn't now.

The Doctor just pressed a quick kiss to her hair in thanks for her words, for the reminder. Because he couldn't argue he was in that self-depreciating and self-punishing way of his without also agreeing she was too due to all that. He would have to disagree and not think of himself like that if it meant she wouldn't consider herself that either.

"Till the next time," the Doctor called to Rusty, who paused in the doorway for a moment, before rolling out of the room. He sighed, "Come on," he murmured to Mac, squeezing her hand as he turned and headed out a different door.

"Clara!" Mac called back when they got to the hall and realized Clara hadn't joined them.

A moment later the human came dashing out, hurrying after them as they headed for the TARDIS.

"I'm sorry," Clara spoke as they reached the doors, "I know that didn't go how you hoped."

Mac nodded, "Still, there IS hope," she remarked, glancing at the Doctor and reaching out to touch his arm, "He may not be a good Dalek, but he's a Dalek against his own species. We know it's possible now to turn them."

The Doctor absently nodded at that. It would be possible to do, but the manner and method would take some doing to even accomplish, and there was no guarantee it would happen the same as Rusty. Still, as she said, it was a hope they didn't have before.

"Doctor!" Journey called, appearing in the doorway a moment later and rushing over to them, "Take me with you."

The Doctor sighed, shaking his head as he turned to her, "I think you're probably nice. Underneath it all, I think you're kind and you're definitely brave. I just wish you hadn't been a soldier."

Mac gave a sad look when the Doctor entered the TARDIS, still shaking his head, and turned to the disappointed girl, "He spent the last few centuries in a never-ending battle," she told the woman, "A war. He had to witness hundreds of thousands of people becoming soldiers, just so they could help him keep everyone safe. He's just…" she tried to find the word, "He's tired of fighting and war and battles. He doesn't want to be reminded of that time, not now, not for a while."

Journey gave a small nod at that, understanding now why he didn't want her to travel with them. If she'd been surrounded by nothing but Daleks for years on end, the last thing she would want to do was travel with one or travel with someone who reminded her of them.

"Goodbye, Journey," Mac offered that at least, opening the door for Clara to follow, giving Journey one final smile before she entered the TARDIS so they could get Clara back to Earth.

~8~

"How do I look?" Clara asked as she hopped up the stairs of the console room a short while later, after having taken advantage of the very large bathroom of the ship for a very thorough shower to get that stench off her and change her clothing.

"Sort of short and round-ish," the Doctor answered before Mac could, "But with a good personality, which is the main thing."

Mac chuckled, patting him on the arm, "She meant her clothing, dear," she told him.

"Oh," the Doctor glanced at her, "Still making an effort, I see?"

Clara just crossed her arms and gave him a look.

"You look lovely," Mac told her, "As always."

Clara beamed at that, ignoring the 'eh' sound the Doctor made as he eyed her again, "And I'm back at Coal Hill?" she asked, wanting to be sure she wasn't going to have to hitchhike back to her flat like she had once or twice before.

"Yes," Mac chuckled, turning the monitor so Clara could see, "Right back in the cupboard, 30 seconds after we left."

"Good," Clara nodded, heading for the door and calling back, "When will I see you again?"

"Oh soon, I expect," the Doctor shrugged, "Or later. One of those."

Clara paused in the doorway, about to leave, but turned to face them, nearly laughing when she saw that the Doctor clearly assumed she'd already left and was reaching out to Mac to tug her closer, "I don't know," she called over to him.

The Doctor, who had been leaning in for a kiss, jerked back, startled, and looked over at Clara, "I'm sorry?"

Clara gave him a gentle smile, "You asked me if you're a good man and the answer is...I don't know. But I think you try to be and I think that's probably the point."

"My thoughts exactly," Mac smiled up at him.

The Doctor returned Clara's grin with one of his own, "I think you're probably an amazing teacher."

Clara snorted, "I think I'd better be," she winked at them before heading out of the box.

"Now," the Doctor began, turning to Mac, "Where were we again?" he grinned and leaned in to kiss her, only for her to put a finger to his lips to stop him, laughing when he pouted.

"You should be nicer to Clara," she remarked, "Or I'll start to subtract kisses for each time you insult her."

"I don't insult her," he defended…and promptly huffed when she gave him a pointed look, "Intentionally," he amended, "I don't do it on purpose. It's just…humans."

"I know you're tired of them, dear," she reached out to take his hands, "You've never had to be around so many of them them for so long before, you've had your fill. But Clara is MY companion and I would appreciate it very much if you made a bit of an effort with her, at the very least."

He let out a long breath, "I know I should be. I know I used to be," he rolled his eyes at her snort, at how her mind had gone to all the times he'd been rude to humans in the last two bodies of his, "I just…I don't know."

"War is never easy," Mac allowed, "It leaves a wound and a scar on everyone," she squeezed his hand, "You had a human to help you heal before, maybe you need one to help you heal now. And we just so happen to have one traveling with us…"

"Maybe I need a Time Lady instead," he suggested, "Maybe I needed one then too. Not," he winced, seeing how she flinched at the reminder of how she'd been too angry to seek him out even back in his 9th self, when she'd worked for UNIT and had opportunities to cross paths with him, like when the Slitheen had tried to take over, "Not that I blame anything on you. I don't. I understand, you needed time away from me like I needed time to heal from the war. To each his own," he squeezed her hands, "I just…I see a human and I go back to Christmas, to needing to be a soldier again instead of a doctor, to needing to be a war doctor, and make all those awful choices…" he looked away, and then back to her, "I see you and I…I see you and it reminds me life goes on, that I don't lose everything ALL the time."

Humans had such short lives, they were so fragile, it could be snuffed out so fast and he'd seen so many humans die around him for so long. He didn't want to experience it again, and having Clara there was a reminder that she could die at any time and it wouldn't just hurt him but MAC too. Perhaps he didn't need a Time Lady so soon after the Last Great Time War, if he'd had Mac and she'd died in front of him (and regenerated, but still died) it would have set him back, right to the Time War, to all he'd lost and all the death and destruction he'd seen then.

But now, now it was humans. The more humans around, the more he found himself back on Christmas.

He wanted to heal, he wanted to be HIM again, whoever man that was, but each time he saw a human or was responsible for one, he felt like he kept going back to the man he'd had to grow to be during the war on Trenzalore.

"Then save her," Mac offered, swinging her hands a little to pull him back to the present, to focus him once more, "Help me keep her safe, prove to yourself you can. If she lives, then not every human will die."

He considered it for a moment, and let out a breath, "I'll try," was all he could offer.

"Good," Mac smiled at him, "Now…I believe we were here," she teased, tugging him close by his hands and pressing a kiss to his lips that had him smiling into it again.

A/N: Going to go down that route for this version of the Doctor lol. We're going to see a lot of the effects of Christmas playing out in this incarnation. I try to examine him in a different light for each series I do. Here, I wanted to explore that sort of 'War Doctor' theme. It's sort of similar to my OC Olivia/Captain America story, her role in the war, as a medic, the horrors she saw and the guilt she had to live with to know there were times she had to pick and choose who to save on the field of battle. She and many medics had to make a choice of who could be saved and who were too badly injured to be helped and, therefore, had to be left to die so others might live :'(

I imagine that came up a lot during the Doctor's time on Christmas, and it transferred over to this him. He's sort of stuck in that scar, in that mentality of how he HAS to be distant and clinical and he can't get too emotionally connected to every human he comes across because he may have to make that choice and he can't let his own hopes cloud who he can save and who is beyond his help :( The way he acts, here, is largely going to be that coming to the forefront. He's so used to having to make the hard choices on Christmas, on being the one all of it fell to even with Mac there to help (he wouldn't put that on her given her motherly tendencies), he has no time for disobedience from the people around him not if it means someone else dies or gets hurt.

So I think Danny's words are going to hit him a little closer to home, but there's going to be something Clara is aware of that Danny isn't that may make her reaction to it all different than in other stories ;)

Some notes on reviews...

Danny will be an interesting time for Mac :) It might be a teeny bit similar to the Doctor's reaction with Angel's story, in the sense that Mac is very close to Clara, being her first companion (and only one so far), and Danny, his influence on Clara, and other things does not endear him to her :/ We'll have to wait and see if he joins them though ;)

Mac will definitely be more comfortable with the Doctor and being affectionate as the story goes on :) Series 8 was hard for me to get into too, I'm still not fully into it :/ The way the Doctor treated some situations and people was off-putting to me, but I try to use the stories to either balance out is reactions, temper them, or explore them more and the reasons behind it. This story, I think, will look more at the trauma he experienced for centuries on end being a doctor in the middle of a war and seeing how that might have impacted him and how he is now :(

Aww thank you :) I really try to learn from each story and the reviews to improve and see where I need to work so I'm glad it shows :) Unfortunately, from what I understand, Novel Star is a bit of a red flag at the moment as I've heard a few people remarking it's a scam with reviews suggesting publishing there and so on, so you may want to reconsider suggesting it on other stories ;)