The Doctor leaned on the TARDIS console, face bleak. The ship hummed under his hands, but both of them knew what the problem was—it was too quiet.

No excited chatter filling the air, as he and Barry discussed and argued everything from criminal justice to physics to pop culture. No rush of wind as his friend blew off steam by taking a run through the corridors, literally bouncing off the walls (and floor, and ceiling). No Lady Gaga or the Beatles playing, no grunts of excitement as they practiced Venusian martial arts together. He hadn't had a companion in so many centuries, he'd almost forgotten what it felt like to have a friend by his side. To run for pleasure, rather than from Daleks; to see the universe through another's eyes; and most important, to have someone look at him not as a god, a savior, a general, a monster, a hero, a wizard, a legend, but simply a friend and mentor.

Oh, Barry…

EARLIER…

Inside a small apartment not far from Central City University, a sudden wind sent papers and the remnants of breakfast flapping around. Kara Zor-El, known to most on this planet as Kara Danvers, bounded out of her bedroom to see the TARDIS materializing incongrously inside her apartment.

"Kara!" her boyfriend exclaimed as he bounded out of the ship, embracing her.

"Barry! Hey, Doctor," she waved, then did a double-take. "Oh."

"What?" he asked self-consciously as he looked himself up and down.

"You've been, uh, working out," she breathed.

"Uh, yeah, when I woke up from the coma it didn't just give me super-speed, it basically enhanced my whole body."

"Yeah, I see…" Kara trailed off, her eyes on his tight T-shirt. "I mean, uh, I guess that makes sense."

"So what'd you want to talk about?" Barry asked. "You were kinda cryptic on the phone."

"Well, the thing is…we kind of have a ghost situation."

"Ghosts?"

Barry and the Doctor exchanged glances, and the Doctor's ears perked up. Kara explained that over the last two months, ghosts had been popping up all across the world at regularly scheduled times.

"Should be one coming…right about now. C'mon!"

She led them outside, where silvery-white, humanoid ghosts were everywhere. One lounged against a wall. Two more walked down the street, and a pedestrian stepped out of their way. Yet another stood atop a building, looking down at them all.

"They haven't got long," Kara noted. "Midday shift only lasts a couple of minutes. They're about to fade."

"What do you mean, shift?" the Doctor complained. "Since when did ghosts have shifts? Since when did shifts have ghosts? What's going on?"

"Dunno," she shrugged. "Mr. Smith says they seem to be extra-dimensional, but when he tried to triangulate where they're coming from, the signal gets swamped. We tried linking him up to the Fortress of Solitude, but still no luck. We think it's somewhere in London, but we need something even more powerful than him. Sarah Jane's been running around trying to get a better fix."

"Something more powerful…like the TARDIS?" the Doctor grinned."When's the next ghost shift?"

"About half an hour."

"Perfect."

He vanished inside the TARDIS.

"So, listen, I wanted to give you something," Barry told her. He dug in a pocket of his brown leather jacket, removing an arrowhead and a candy bar before grinning and pulling out a folded piece of red cloth. "Here! The Doctor and I were on this asteroid bazaar, it was called, uh, Tiaanamat, I went exploring a little, bumped into this dude. Really cool guy. Explorer, scientist, philosopher…He asked me to give you this. He said it should stay in the family."

Kara unfolded the fabric, revealing a red cape with a golden symbol sewn onto the back, looking like a golden S inside a triangle. Barry smiled at her.

"His name was Val-El."

"So other than meeting my great-great-grandfather, what've you been up to?" Kara asked, snuggling up to Barry on the couch.

"Well," Barry shrugged. "Let's see. Fought a werewolf, got knighted by Queen Victoria, fell into an alternate universe, trained with the Avengers…"

"Wow."

"Fought the Devil…"

"No. Seriously."

"Yeah, seriously! Uh, stopped another species from resurrecting their war god out of children's dreams, fought steampunk robot pirates, uh, almost got turned into a statue in ancient Rome, I lost my speed…"

"What?"

"Yeah, there was this creature-person-thing inhabiting TVs in the 1950s, and it fed off electrical energy. Also somehow removed people's faces. Never figured how that one worked. Anyway, yeah, it, uh…it drained me. The Doctor got my face back, but…"

"I'm so sorry," Kara squeezed his hand. "Is it permanent?"

"I hope not," Barry sighed. She kissed him, which, she'd long since noticed, was a great way to stop her boyfriend from brooding. Once he'd gotten his breath back, he thanked her with a smile and continued.

"So after that…let's see. We went to the Trojan Gardens, a Lady Gaga concert, the 2012 Olympics…"

"I can't believe you actually met Captain America."

"I know, right? And Spider-Man. He and I are like, best buds."

Barry pulled out his phone, showing a selfie of himself, Ned, MJ, and Peter waving at the camera with Avengers Tower (and a photo-bombing Tony Stark) in the background.

"And I thought the ghosts and the Church of the Tin Vagabond were weird."

At his inquisitive look, she grinned and nestled further into his arms. "Yeah, so it started with this meteor shower a few weeks ago…"

"Gotcha!" the Doctor called out. He swaggered out of the TARDIS, looking incredibly smug, then halted, rolling his eyes. Barry and Kara were on the couch, engaged in…well, "snuggling" would probably be the most PC term, though that wouldn't cover the tender way Kara's hands curved over Barry's sides, nor the way he cradled her face between his hands, running his fingers through her hair…

"Oh, for goodness' sake."

He cleared his throat loudly, and both leapt up from the couch, straightening their clothes.

"It's, uh, been a while," Barry rubbed his neck. Kara elbowed him.

"Ow!"

"I got the equipment all set up," the Doctor told them. "Once the next shift starts, we'll be able to triangulate their location. Any second now."

"Right."

"Who you gonna call?" the Doctor cheered.

"Ghostbusters!" Barry pumped his fist.

"I ain't afraid of no ghosts," Kara grinned at them.

"Don't suppose it's the Gelth?" Barry asked as they worked to set up the triangulation equipment.

"Nah. They were just coming through one little rift. This lot are transposing themselves over the whole planet. Like tracing paper."

"Wouldn't it be something, though, if our loved ones could actually come back?" Kara said wistfully. The three of them shared a long, long look.

"Oh, here come the ghosts!" the Doctor exclaimed. "Come on then, you beauty!"

He popped on a pair of 3D specs and made an adjustment to his equipment. A silvery-white humanoid form appeared within the triangle, and almost immediately began to writhe. The Doctor grinned.

"Don't like that much, do you? Who are you? Where are you coming from?"

It swiped at him, and the Doctor reared back. "Whoa! That's more like it! Not so friendly now, are you?"

It faded away. Ripping off his glasses, the Time Lord raced into the TARDIS, Barry and Kara following behind with the equipment.

"You were right, Kara!" he exclaimed, dancing around the console. "Those ghosts have been forced into existence from one specific point, and now we can track down the source. Allons-y! I like that. Allons-y. I should say allons-y more often. Allons-y, Allen! Ooh, I'm going to be saying that a lot."

Naturally, no sooner had they landed in a loading bay of some kind than the TARDIS was surrounded by soldiers.

"Oh, well, there goes the advantage of surprise," the Doctor sighed. "Still, cuts to the chase. Kara, with me. Barry, stay here. You're our ace in the hole."

"Got it," he nodded. "Be careful."

"I'll try."

Giving him a quick kiss, she followed the Doctor out the doors, leaving them open a crack so Barry could hear and see out. Both raised their arms in a well-rehearsed gesture, but it turned out to be unnecessary. A well-dressed woman ran in and started clapping, swiftly joined by the soldiers.

"Oh! Oh, how marvelous. Oh, very good. Superb. Happy day."

The two slowly lowered their arms and shrugged at each other, the Doctor making a search-me face and waving away the cheering. Kara, from what he could tell of her body language (it wasn't perving on his girlfriend, whatever Iris said; it was expert analysis of body language), was equally befuddled.

"Er, thanks. Nice to meet you. I'm the Doctor."

"Oh, I should say," the woman exclaimed. "Hurray!"

Barry's eyebrows went up. He'd stepped out of the TARDIS at gunpoint, spear-point, and sword-point before, but this was the first time he'd ever seen applause.

"You, you've heard of me, then?" the Doctor asked.

"Well of course we have," the woman beamed. "And I have to say, if it wasn't for you, none of us would be here. The Doctor, his companion, and the TARDIS."

More applause, and the woman led them out into a corridor, the soldiers following behind. Barry swiftly shut the door in case anyone tried to get in, then turned to the console, trying to get the scanner to work. Nothing happened, so he pressed another button. The ship lurched underneath him, and for a horrible moment Barry was afraid that he'd somehow set her in flight. He wasn't sure what was worse, the idea of getting lost in space and time, or the look on the Doctor's face when he found out.

After a moment, though, Barry noticed that the central column was absolutely still, and he relaxed as he realized that the TARDIS was being moved by some outside force. He peeked his head out of the TARDIS to see that it was being lifted onto the back of a truck. The Doctor and Kara were talking to the woman who'd greeted them. Barry had been captured enough times to know what an armed escort looked like.

"Where are you taking that?" Kara asked.

"If it's alien, it's ours," the woman shrugged.

"You'll never get inside it," the Doctor warned, but the woman only snorted. He caught Barry's eye and gave him a little nod. Barry winked back. He eased the TARDIS door closed and rummaged in the Doctor's coat, which had been thrown over the handrail.

"Psychic paper, psychic paper…"

A couple of minutes later, Barry was dressed in a borrowed lab coat, striding confidently around the base. His first instinct was to catch up with the Doctor and Kara, but he knew his girlfriend and his mentor were both more than capable of handling themselves.

What would the Doctor do?

Gather information, that was what. He'd heard the old adage "knowledge is power" before, but the Doctor took it to whole new levels.

He's a superhero whose power is super-intelligence. Like Tony, except instead of a flying tin can he has a screwdriver.

After a little scouting around, he stepped into an alcove to strategize. From what he could tell, he was in some kind of organization called Torchwood, and judging by what he'd seen and overheard, their goal was to harness and study as much alien technology as they possibly could. He frowned as his memory flipped a card. Torchwood…that had been the name of the house where they'd met Queen Victoria and fought the werewolf. Hmm…

"Right," he muttered to himself. "Let's see what we can see…"

"Whoah," he breathed a few minutes later, walking into a downstairs room. Ahead of him hung a gigantic sphere, made of…some kind of metal. His head hurt just looking at it. It was…off, somehow, in a way he couldn't quite explain.

"Can I help you?" asked an Indian man at his shoulder.

"Oh! Uh, yeah. Sorry, that thing just…"

"Try not to look. It does that to everyone. What do you want?"

"Right, yeah," Barry straightened his lab coat. "Listen, uh, I don't know if you heard, but they said the Doctor and some girl were taken captive, I wondered if you knew where they might be. Just checking the lines of communication. I think they might have been with the Director…"

"Of course," the man nodded. "Can I see your authorisation?"

"Sure."

Barry handed him the psychic paper.

"That's lucky," said the man, and Barry blinked. "You see, everyone at Torchwood has at least a basic level of psychic training. This paper is blank, and you're a fake. Seal the room. Call security."

Barry made a mental note to find out about "psychic training" from the Doctor. He glanced around, considering his options. He could've easily grabbed the paper and ran, but then he would have tipped his hand. Whereas, the Doctor had taught him that getting captured by the enemy whenever possible was always good, since it gave them a false sense of security. The second things got hairy, he could always get out, hopefully with more information. With a smile, Barry raised his hands above his head.

"Yvonne?" the man said, swiveling his laptop around to show Barry. "I think you should see this. We've got a visitor. We don't know who he is, but funnily enough, he arrived at the same time as the Doctor."

"He one of yours?" Yvonne-the blond woman who'd met them outside the TARDIS asked her prisoners. The Doctor, feet up on the table, shook his head smoothly; Kara shrugged.

"Never seen him before in my life."

"Good. Then we can have him shot."

"Oh, please," Kara rolled her eyes. "Like we would let any innocent come to harm. If you know anything about the Doctor, you'd know that!"

"Nice one," the Time Lord murmured.

"Thanks!"

"Mm-hmm," Yvonne raised her eyebrows. "But I suppose you'll have no problem with us throwing him in a cell and interrogating him?"

"Well…" the Doctor and Kara shrugged at each other. "All right, nice try. That's my companion Barry Allen."

"Ah, the famous Barry Allen," the woman said mock-warmly.

"Hi," Barry waved. "You okay there?"

"Yeah, fine," Kara waved back. There was a clunk from beyond the screen.

"What was that?" Barry wanted to know.

"Excuse me? Everyone? I thought I said stop the ghost shift," Yvonne snapped, striding out of view. There was more shouting, but Barry couldn't make it out. He cast a mournful glance at the sealed door behind him.

"They're initiating another one," Kara called into the laptop.

"They can't be, I thought the next one was cancelled," the Torchwood scientist next to Barry said. "What's going on? Yvonne?"

The sphere above shifted, and became active. Barry's nails dug into his palms, and his heart shifted to double-time.

"We've got a problem down here," the scientist shouted. "Yvonne, can you hear me? Yvonne, for God's sake. The sphere is active! The readings are going wild! It's got weight, it's got mass, an electromagnetic field. It exists!"

A clunk and a thump, reminding Barry of nothing so much as an old car engine warming up.

"The door's sealed. Automatic quarantine. We can't get out!" the man yelled.

"No, no, no…"

He could do nothing but watch as the sphere shook, and the room with it, sending them staggering. One tremor followed another, and moments later, the Sphere cracked open. It slowly disappeared in a blaze of light, but no Cybermen emerged. Instead came something much worse: four shapes that had haunted Barry's already-overstuffed nightmares.

"Oh, no," he breathed, as the Daleks descended upon them.

"Location, Earth. Life forms detected. Exterminate! Exterminate! Exterminate! Exterminate!"

Oh my, whatever's going to happen to Barry? Tune in next week to find out, and thank you to those who've reviewed!