The TARDIS stopped moving so suddenly and with such a large jolt that Jay found her fingers ripped from their grip on the seat she'd been using. She shrieked as she hit the grated floors on her hands and knees, her head snapping up to make sure that the two people she was with were okay. Martha had been sent sprawling on her rear, her face twisted with surprise, but the Doctor had kept his balance and was practically bouncing around the console, cheerfully claiming, "Great job, Martha, did it at precisely the right moment…"

"Did it close?" Jay asked, barely able to breathe in her desperation to think that no one else would suffer from the pain that alien-nightmare had caused.

The Doctor waited to answer, checking something on the screen, and then beamed. "Yes."

Jay laughed breathlessly in relief, and then climbed to her feet. Now that they were out of danger, her stomach was practically howling in demand for sustenance. She couldn't remember the last time she'd eaten, and knew it had been a while. She couldn't remember seeing so many ribs when taking a bath before the one she'd taken recently.

"So, where are we then?" Martha asked, climbing to her feet as well. She brushed herself off.

The Doctor cast her an almost mischievous look. "Just one trip, that's what I said. One trip in the TARDIS, and then home. Kind of stretched that definition, but we're going to do keep up that stretch. You had one in the past, one into...wherever that was. How do you fancy one in the future?"

Martha looked interested, her dark eyes flickering curiously. "No complaints from me," she said honestly.

The Doctor turned on Jay, hands pushed into his pockets. "And you? Don't want to go running home just yet?" Not that he'd let her quite yet. They had things to do regarding Jay - mostly finding out the effects that the slime would have on her human body. Which was why he'd chosen their destination, although he didn't say as much aloud.

"Never," Jay admitted, surprising both of them. "I don't ever want to go back, if that's an option." And she didn't. She'd miss Lucas, but she couldn't bear going back to a house where she'd be shoved into a room until she was married for the benefit of her father's company. She wanted to stay with these people, who seemed to live such an exciting life. And even if she couldn't stay with them...maybe Martha knew someone who'd take her in, help her out.

The Doctor looked pleased and told them, "Good. Year five billion and fifty-three, planet New Earth. Known for quite the hospital," he added to Jay, who shivered at the thought of more needles. "I thought it would be a good first stop."

"Good idea," Martha agreed, and ducked around him eagerly. She didn't bother to wait, bursting out of the TARDIS doors in her eagerness and despite her hunger, Jay eagerly tripped after her. The Doctor wasn't far behind, making a mental note to fetch them all something to eat and Jay a checkup before they did anything exciting.

"Oh, that's nice," Martha drawled as the Doctor stepped out with them, closing the door to the TARDIS behind him. It was pouring, and Jay shivered, immediately flinging her hands over her head as if it would protect her from the drizzle. "Time Lord version of dazzling."

"Nah," he hummed, sauntering forward. "Bit of rain never hurt anyone. Come on, let's get under cover."

As they quickly scampered for shelter, Martha looked around, and Jay copied, her eyes curiously studying the world around them. "It looks like the same old Earth to me," Martha said, "on a Wednesday afternoon."

"Is this what your time looks like?" Jay breathed, her eyes round with excitement despite the tingling in her fingers and palms. "Because I've never seen anything quite like this." She thought of her own city, in which one couldn't see the sky and vehicles were self-driven, where robots were helpful and at every street corner to help visitors if they were lost. This was much nicer, even with the shambles of buildings made of plywood.

"Hold on, hold on," the Doctor insisted, eyes catching on a monitor that was hanging from a small sheltered area that they decided to take cover in. Shaking the water from his hair, he withdrew his sonic screwdriver from his pocket - Martha whispered the name of the device to Jay - and pointed it at the screen.

"-should be clear and easy," a woman on the screen said brightly, "with fifteen extra lanes open for the New New Jersey expressway." An image of a beautiful, incredibly high-tec city appeared on the screen, and Jay leaned in to murmur to Martha that such a sight was similar to what some of the smaller cities in her time looked like. Martha looked stunned by the flying cars.

"That's more like it," the Doctor said confidently. "That's the view we had last time." He paused, as if thinking of something neither knew of with a hint of sadness in his eyes, but then it was gone, and he was shrugging. "This must be the lower levels, down in the base of the tower. Some sort of under-city."

Martha was somewhat displeased with this, and Jay couldn't understand why. "You've brought us to the slums?"

"I think it's delightful," Jay said honestly. "Believe me, Martha, the high and mighty wealthier areas are full of snobs who don't give a damn about the people around them as they flaunt their wealth."

"Much more interesting here," the Doctor agreed, beaming at her. He liked her attitude.

Martha was quite for a moment, and then she asked quietly, "When you say last time, was that you and Rose, Doctor?" That brought back the darkness in his gaze, but he only nodded curtly. "You're taking me - us," she corrected with a glance at the dew-eyed Jay, "to the same planets that you took her?"

Quietly, the Doctor challenged, "What's wrong with that? Besides," he added, gesturing to the screen they'd seen, "New Earth's hospitals are fantastic. I don't know anything about what infected those injuries." He gestured to Jay, who had took a few steps away when she'd caught sight of something they'd ignored. "They might."

Martha decided not to say anything further about the subject, and the Doctor watched her suddenly blink and then rush after Jay. He followed slowly at first, but then sped up when he realized Jay was entirely fascinated by people who'd begun to practically argue around her - after popping up out of nowhere.

"Happy," a woman was crooning, "happy, lovely happy."

"Anger," a man cried. "Buy some anger, miss!"

"Get some mellow," another man argued, leaning out of his own booth. "Makes you feel all bendy and soft all day long!"

"Don't go to them," the woman snarled, making Jay jump, "they'll rip you off! Do you want some happy, dear?"

"No thanks," the Doctor answered for them, stepping up and resting a hand on Martha's shoulder when she opened her mouth to speak curiously. She looked up at him, and he explained with amusement, "I think they're selling moods."

Jay watched silently as people, clearly poor and unhappy - no, Jay realized, eyes wide. Not uhappy, merely listless. She watched as one woman in particular wandered through the alleyway, her eyes mournful.

The man attempting to sell "mellow" caught sight of her and offered, "Over here, sweetheart! I'll get you first!" The seller of "happy" tried to break in, but the woman had wandered over, and the trio of time travellers watched quietly as she stopped before the seller. "What can I get you, love?" he said cheerfully, sneaking a smug look at his rival.

The woman said with a shaking voice, "I want to buy some forget, sir."

His face softened. "I've got it, my darling, what strength? How much do you want to forget?"

"It's my mother and father," she said, eyes welling with tears. "They...they went on the motorway."

The seller looked even more sorrowful as he said, "Oh, that's a swine. Try this. Forget type forty-three, two credits." They made an exchange, and the woman studied it, looking relieved.

Before she could use it, however, the Doctor stepped around his two companions and grabbed her wrist gently. "Sorry," he said urgently, and she looked up at him with wide eyes. "What happened to your parents?"

"They drove off," she told him with confusion, as if he should have understood.

"Yeah, but they might drive back."

The woman shook her head. "Everyone goes to the motorway in the end." A soft sob bubbled to her lips and escaped. "I've lost them."

"But they can't have gone far," he tried to protest. "You could - no, no, don't-"

His protests came too late, for the woman had pressed the patch she'd been given onto her neck. She blinked, eyes out of focus, and then seemed to snap out of it, flashing him a warm smile. "I'm sorry," she said, "what were you saying?" He didn't answer, releasing her wrist and stepping back. "I'm sorry," she repeated, not at all bothered by the strange behavior. "I won't keep you." And with that, she was sidling down the alleyway.

Jay turned to face the Doctor and Martha, puzzled. "We have none of those in my time. Are...are they common later in the centuries?" She looked sympathetic, feeling horrible for what humanity had come to.

Martha was disgusted. "So that's the human race five billion years in the future," she muttered, shaking her head. "Off their heads on chemicals."

Jay opened her mouth to respond, but then cried out, "Martha!" A split second later, the woman was being dragged back by a man none of them recognized and the Doctor whirled around when she gave a shriek. The stalls they'd been watching all slammed shut as a woman, accompanying the man who'd grabbed Martha, suddenly revealed a gun that she leveled at Jay and the Doctor. The Doctor instinctively swept the shocked Jay behind him, face full of horror.

"I'm sorry," the man said, backing towards a door. "I'm really, really sorry. We just need three, that's all."

"Martha," Jay breathed, and the Doctor's face darkened with rage and desperation as he advanced after them, seething, "Let her go! I'm warning you, let her go!" When that didn't work, he changed tactics, saying hastily, "Whatever you want, I can help you. The three of us, we can help. But you've got to let her go!"

"I'm sorry," the woman said, voice cracking as she swept the door of a building behind them open. "I'm really sorry. I'm sorry."

The man dragged the struggling and screaming Martha through a door and the Doctor lunged a split second before it slammed shut, a heavy thud signaling that a lock had been put into place.

"Martha!" he shouted as he slammed into it. He pried at the door desperately, muttering under his breath. Jay, frozen in shock, shook herself into awareness and then whirled around, mind racing. She abandoned the Doctor to the door, instead running quickly for the sellers' booths. She picked the first one she came across - the seller who'd given the woman a forgetful patch - and slammed her fist violently against it, eyes blazing.

She'd known Martha for only a few hours and the Doctor for even less.

But she liked them and refused to let something like this happen.

The booth flew open and she jumped back as the man emerged, beaming. "Thought you'd come back, darling. Do you want some happiness?"

"I don't want that," Jay retorted. "The people who came. Who were they? Where did they take our friend?" She heard footsteps as the Doctor followed her over, breathing heavily in his anger. He looked furious, and it was enough to make Jay grimace in concern.

The seller hesitated, and then said, "They took her to the motorway. Looked like carjackers to me...I'd give up now, darling. You won't see her again." He gestured to the space around them, scowling. "Used to be thriving, this place. You couldn't move there were so many people. But they all go to the motorway in the end."

"He kept on saying 'three, we need three,'" the Doctor claimed. He tapped his fingers impatiently along his arms after folding them, wanting to get moving. "What did he mean?"

"It's the car-sharing policy," he was told, "to save fuel. You get special access if you're carrying three adults."

"This motorway," Jay said suddenly, mind racing. They couldn't leave Martha to this alone. "How do we get there?" The Doctor looked to her in surprise, but said nothing - even taking on a look of approval as the seller blinked.

"Straight down the alley," he sighed, "keep on going to the end. You can't miss it. Tell you what." He leaned in, whispering to Jay, who took on a look of agitation. "How about some happy? Then you'll be smiling, love."

The Doctor gently grabbed Jay's shoulders and moved her aside, scowling at the man. "Word of advice," he said darkly, and Jay fought the urge to flinch when his grip tightened a fraction, knowing he wasn't angry with her. "Cash up, close down, and pack your bags, because as soon as we've found her, alive and well. And we will find her alive and well. Then I'm coming back, and this street is closing. Permanently."

Without another word, he steered Jay down the alleyway in the direction they'd been told to go. She kept up with ease as he sped up, walking ahead. "Doctor," she said, addressing him by "name" for the first time since entering his ship. He paused to look back at her. "She'll be okay...right?"

"We'll make sure of it," he promised. He paused, and then added, "Brilliant you were, asking the shopkeeps."

Jay smiled brightly, pleased with the compliment. When they arrived at a heavy metal door, the exchanged a wary look. "I'll go first," the Doctor decided, gently moving her aside and cranking the door open after using his sonic screwdriver to unlock it. Jay immediately drew the collar of her shirt up over her nose, eyes stinging at the fumes that washed over her. Both hastily stepped onto a balcony that overlooked what looked to be thousands of vehicles. Both were coughing heavily by the time a door of the vehicle closest to them sprang open and a voice called out amongst the smog, "Hey! You daft little street struts, what are you doing standing there?! Either get out or get in! Come on!"

The Doctor pushed Jay forward and she swung into the vehicle, helped along by gentle hands that pulled her in. He hopped in after and the door slammed shut. "Did you ever see the like?" the voice from before huffed with a lilting accent, and a dark-haired woman snorted as she gently placed something over Jay's nose to help her breathe. She blinked, her breath coming easier even as her hands and wrists seemed to be full of pins and needles, sending stabs of agony through her while the Doctor coughed heavily.

"There you are," the woman murmured, looking over when the man she was with removed his scarf and goggles, scowling. Jay stared openly, unable to help herself. Cat-man! she thought as he began to speak.

"Just standing there, breathing it in." He rolled his eyes as the Doctor was offered a second oxygen mask that he willingly took, inhaling sharply and with relief. "There's this story," the cat-man told them. "Back in the old days, on the forty-seventh junction, this woman stood in the exhaust fumes for a solid twenty minutes. By the time they found her, her head had swollen to fifty feet."

The woman scowled and swatted at him. "Oh, stop. You're making that up."

"A fifty foot head! Just think of it," he said solemnly.

She went to scold him, and then gasped instead, "Bran! We're moving."

"Right!" They both exchanged an excited look as he went to work. The vehicle moved, but only a few inches, and the person she'd called Bran crowed, "Twenty yards! We're having a good day." He turned back to the Doctor and Jay. "And who might you be, sir, madame? Very well-dressed for hitchhikers."

"Thanks," the Doctor breathed as he withdrew the oxygen mask from his nose and mouth. He indicated for Jay to leave hers on, as she was still gasping, horrified by the amount of disgusting fumes. "Sorry, I'm the Doctor and this is my friend Jay."

"Medical man!" The cat-man laughed in delight and then said, "My name's Thomas Kincade Brannigan, and this is the bane of my life," he added affectionately with a half-hearted glare at the woman, "the lovely Valerie."

"Nice to meet you," Valerie said, smiling warmly at Jay.

"And that's the rest of the family behind you," Brannigan offered, and Jay peered over her shoulder, drawing aside a curtain to reveal a small basket with kittens in it. Her eyes softened with adoration and she crooned behind her oxygen mask.

"That's nice," the Doctor said honestly, "Hello there." He leaned over Jay to peer at the kittens, eyes gleaming with interest. "How old are they?"

"Just two months," Valerie said with a hum, and Jay wondered if it was normal throughout the galaxy for a woman to give birth to kittens. "Poor little souls. They've never known what the ground beneath their paws is like. Children of the motorway."

Jay withdrew the oxygen mask from her mouth gasping, "Wait, what? Were they born in here?"

Valerie said with a grimace, "We couldn't stop. We heard there were jobs going, out in the laundries on Fire Island, and we thought we'd take a chance."

"You...you've been driving for two months?" she demanded, and the Doctor nodded as if eager to know the answer to this question, looking to the two adults for answers.

Brannigan snorted. "Do I look like a teenager? We've been driving for twelve years now." When the two newcomers merely gaped at him, startled, he continued. "Started out as newlyweds. Feels like yesterday."

Valerie looked bitter as she reached back to check on her children, muttering, "Feels like twelve years to me."

Brannigan said lovingly, "Ah, sweetheart, but you're just as lovely as you were then." She flushed, pleased with the comment, and the Doctor cut into the conversation hastily, wanting to get a move on.

"How far did you come in twelve years? Where did you start?" he asked, pointing at Jay and giving her a pointed look. She protested, but he continued to give her that look until she grumbled and putt he oxygen mask back on.

"Battery Park," Valerie told them, sweeping dark hair over her shoulder. "Five miles back."

The Doctor looked horrified, and he exchanged a worried look with Jay, who understood why he was so concerned. If it had taken them twelve years to get five miles...then how could they get to Martha from here? "Never mind that," the Doctor said, waving off the concerns. "My friend's in one of these cars. She was taken hostage. We should get back to the TARDIS, Jay."

"You're too late for that," Brannigan replied with an almost apologetic look. "We've passed the lay-by. You're a passenger now."

Jay ripped the oxygen mask back off, ignoring the Doctor's huff as she demanded, "When's the next one?"

"Oh...six months, perhaps?"

Jay's mouth opened and closed, and then remained shut as she stared at Brannigan and then at Valerie. Neither said a word, and there was complete silence for a few moments before the Doctor said darkly, "That's not going to work. We don't have six months." He lunged forward, nearly tearing into the controls in front of Brannigan, who yelped in surprise.

As the Doctor muttered about something or another, Brannigan threw a desperate look over his shoulder. Valerie decided to distract Jay, who was lifting her voice in an attempt to demand to know what the Doctor was doing, and promptly picked up one of her children and placed the kitten lovingly into Jay's arms, faltering only briefly when she saw the black veins surrounding the heavy scar on her arm.

Jay sputtered, suddenly finding herself with a kitten she could barely hold. She stared at it, blue eyes wide - and immediately wanted to keep it for the rest of her life, because it was pretty damn cute-

No! She had to focus.

She kept her eyes on the Doctor as he spoke into a radio, "I need to talk to the police."

"Thank you for your call," the computer answered in a bland, flavorless voice. "You have been placed on hold."

"But you're the police!" he cried, exasperated by the device.

"Thank you for your call. You have been placed on hold."

The Doctor ran a hand desperately through his hair, turning his face to Brannigan. His face was full of distress, his dark eyes flickering uncertainly. "Is there anyone else? I once met the Duke of Manhattan...any way of getting through to him?" Brannigan snorted, making a smart comment that Jay didn't catch, and the Doctor pleaded, "I've got to find my friend."

"You can't make outside calls," Valerie said gently, giving her husband a sharp look. "The motorway is completely enclosed."

"What about other cars?" Jay suggested.

"Brilliant!" the Doctor declared, turning back to Brannigan after throwing her a quick grin. "What about the other cars?"

"We've got contact with them, yeah," Brannigan said slowly, thoughtfully. He reached for the radio, messing with it a little, and Jay snached the oxygen mask from her mouth and nose, losing patience with it. The kitten in her arms mewled. Jay chuckled and rubbed behind its ear with a soft coo before focusing. "Some of them, anyway. They've got to be on your friends list, you see...who's nearby? Ah, the Cassini sisters!"

One tap and there was a loud groan from two people when Brannigan greeted, "Still your hearts, my handsome girls, Brannigan here."

The first of the two, snipped furiously. "Get off the line, Brannigan! You're a pest and a menace."

"Oh, come now, sisters," he soothed, "is that any way to talk to an old friend?"

She shrieked, "We're not sisters, we're married!"

Brannigan made a face, and Jay, still cradling the kitten, joined them despite Valerie's protest. The Doctor eyed the kitten when it mewled in his ear as Jay leaned over him to peer at the radio herself. "Stop that modern talk, I'm an old-fashioned cat," Brannigan said calmly. "Now, I've got a hijacker here. Calls himself the Doctor."

"Hello," the Doctor cut in before the women could make a retort. "Sorry to interrupt, we're looking for someone called Martha Jones. She's been carjacked."

Jay added with a soft pleading voice, "She's inside one of these vehicles, but we don't know which one. Please. Please help us."

The first woman softened at the sound of a young voice and the second kindly cried,. "Of course, my dear!" The Doctor exchanged an excited look with Jay, nodding his approval. "Could I ask what entrance they used?"

"Where were we?" the Doctor questioned to Brannigan, who shrugged and said, "Pharmacy Town."

"Pharmacy Town," Jay told the elderly women, her body shivering with impatience. "About twenty minutes ago, ma'am."

"Aw, aren't you a dear," the woman crooned, clicking her tongue happily as she spoke to Jay. Jay flushed when the Doctor gave her an amused look, as if entertained that she was practically flirting with an old woman to get her to do what they needed her to do. "What's your name, love?"

"Jay," Jay answered into the device Brannigan suddenly handed her, and then added, "Please, tell us what you can."

"I'm working on it, Jay...here we are!" There was a trill of triumph. "In the last half hour, there've been fifty-three new cars joined from the Pharmacy Town junction." She paused, and Jay heard the rustling of paper over the intercom. After a moment, she asked, "Was she carjacked by two people?"

"Yes," Jay confirmed. "She was, yes."

"There we are," the woman said, condient. "Just one of those cars was destined for the fast lane - that means they had three on board. And the car number is four-six-five-diamond-six."

"That's it!" the Doctor declared. "That's it. So how do we find them?"

"Oh, I'm sorry, I'm afraid that I can't help with that," the woman said apologetically. "You could try the police." When the Doctor explained that they'd tried and been put on hold, the woman said, "You'll have to keep trying. There's no one else."

Resting his head briefly against the radio, the Doctor rasped, "Thank you." He ended the connection, returning the device to Brannigan, and then lifted his head again, running a hand through his hair as he questioned Brannigan, "Can we call them on this thing? We've got their number."

"Not if they're designated fast lane, it's a different class." Brannigan gave him an apologetic look and then faced forward to make sure he didn't miss anything regarding traffic.

"So take us down to the fast lane then," Jay said sharply, shifting the kitten in her arms. "We've got three passengers. Please, she's alone and she's lost. We're not from this planet, sir, please take us down."

Brannigan looked guilty, even as he muttered, "Not in a million years. I'm not risking the children down there." He cast a fond glance at his child, the one in Jay's arms, and then scowled when the Doctor demanded, "Why not? What's the risk? What happens down there?"

"We're not discussing it," Valerie said coldly, taking her child back. She lovingly placed the kitten in the basket with its siblings. "The conversation is closed."

Irritably, the Doctor said, "So we just keep on driving."

"Yes, we do, until the journey's end," Brannigan said confidently, and the Doctor shook his head. This wouldn't work. Jay was in agreement, and she leaned in as he snatched back the device from Brannigan. Brannigan squawked in annoyance, and the Doctor ignored him. "Hello, Mrs. Cassini, this is the Doctor again. Tell me, how long have you been driving on the motorway?"

The first of the pair, the woman who had snapped at Brannigan, responded with surprise, "Oh, we were amongst the first. It's been twenty-three years now, hasn't it, May?"

"Why, I believe it has, Alice," May agreed, her voice full of surprise.

"And in all that time," the Doctor said slowly, "have you ever seen a police car?"

"I...I'm not sure," May said with surprise, and then filled the radio with rustling as she searched through various papers. "My notes...not as such. No police cars. Nor has there ever been ambulances or rescue services...anything official, never." Hastily, she added defensively, "I can't keep a note of everything."

"Thank you, Mrs. Cassini and Mrs. Cassini," Jay called, quickly silencing the radio. She didn't want those poor old women caught up in the Doctor's sudden temper, which had come on when Brannigan snatched the device back. He was glaring at Brannigan, and she hesitated. She'd known the man for such a short amount of time. Did she really have any right to try and calm him down? But she did so anyways, saying gently, "Doctor, they were trying to help."

"I'm not angry with them," he reassured, his voice still thick with the emotion. "But someone's got to ask these questions. What if there's no one out there, huh?" He looked to Brannigan, who looked suddenly irritable. "Because you might not talk about it, but it's there in your eyes. What if this traffic jam never stops?"

"Stop it," Brannigan huffed, glaring. "There's a whole city above us. The mighty city state of New New York. They wouldn't just leave us."

"Then where are they?" the Doctor challenged. "What if there's no help coming, not ever? What if there's nothing? Just the motorway, with the cars going round and round and round and round, never stopping...forever."

"Shut up," Valerie burst out, her eyes blazing with desperation, "just shut up!"

"Doctor," Jay murmured, grabbing his shoulder and giving it a gentle squeeze. She didn't like the idea either. The way he was saying it made her stomach churn with terror. "Stop. Don't take it out on them, either. We'll figure it out...right?"

He took a deep breath, his shoulder heaving beneath her touch, and before he could answer, a new voice popped up. Both pulled back to peer at the screen that was in the vehicle. A woman had appeared, her face smiling. Yet, Jay took notice of the darkness in her eyes - something no one else seemed to notice. "This is Sally Calypso," she said brightly. "The sun is blazing high in the sky over the New Atlantic, the perfect setting for the daily contemplation. This is for all of you out there on the roads. We're so sorry. Drive safe."

A song came to life, filling their ears, and as Valerie tended to her children and Brannigan kept his eyes ahead, they joined in, singing softly to the words. Neither the Doctor nor Jay sang, too, but distantly, Jay thought she might hear other cars joining in. It made her heart ache, thinking about how many people must be trapped on this motorway.

"Doctor," Jay whispered, not liking the look that suddenly appeared in his eyes. "What are you going to do?"

"If they won't take us," he said slowly, "I'll go down on my own." Without prompting, he whirled around and nudged past her, reaching for a trapdoor that resided within the floor of the car. He paused to look back at Jay, contemplating. Finally, he said, "How likely are you to stay here if I tell you to?" She glared at him, shaking her numbed wrists, and he grimaced. "Right. Nope. Alright, then we're finding our own way. Hope you don't mind. Something I usually do."

He removed his sonic screwdriver from his pocket, preparing to open the capsule door. He took a deep breath when it was open and then shrugged his trench coat off, throwing it at the startled Valerie. "Look after this. I love that coat. Janis Joplin gave me that coat."

"But...but you can't jump!" she cried, horrified.

The Doctor merely rolled his eyes and then told Jay, "I'll jump first, then you jump down. I'll make sure you don't fall. Do you trust me?"

"Yes," she said, deadly serious, and then grimaced as he let himself drop through the hole in the floor. A moment later, there was a loud thud and he called her name, indicating for her to follow. Jay swung her legs over, pausing when Brannigan suddenly spoke.

"This Martha...she must mean an awful lot to you two."

"Hardly know her," Jay said with a shrug. "As far as I know, she just joined up with him and they picked me up a few hours ago." She wiggled her fingers. "Bye!" And then, she was falling. Air whooshed past her, and she felt her stomach drop with fear. But then she hit the roof of another vehicle, and the Doctor snagged her arm when she tripped.

"Alright?" he questioned, dropping to sonic the hatch beneath their feet open.

She sputtered, covering her nose and mouth, tears all ready streaming from her burning eyes. "Yes! Sort of."

They dropped into the next vehicle, and continued doing this, encountering a wheezing sickly man, two young women who looked shocked when the Doctor paused to tie a bandana around his face and ordered Jay to do so as well, musing that blue wasn't his color, and then through a nudist's vehicle. Jay squawked at that one, horrified, and he rushed to get through it quickly.

It took them quite some time and by the time the Doctor slid into a final car, coughing heavily and lifting his arms to help Jay down before slamming it shut, they were both covered in smoggy sweat, exhausted. Jay was struggling to breathe, wheezing for air, and could barely feel her arms up through the elbow. Beside her, the Doctor made sure she was okay and the man of the car they occupied suddenly sputtered, straightening a bowler hat and his suit, "Excuse me, is that legal?"

"Sorry," the Doctor said cheerfully. "Motorway Foot Patrol. Whatever." He paused, and then coughed heavily, grimacing when Jay struggled to drag in air beside him. Her throat was thick from the fumes, and he rasped, "Got any water?"

"Certainly." The man rushed to get them some, muttering under his breath, "Never let it be said I've lost my manners!" He filled some small paper cups with water, handing one to each of them. The Doctor tipped his head back to drink it all in one go while Jay was more cautious about it, sipping gingerly after ripping the bandana from her mouth.

As she caught her breath, the Doctor questioned, setting aside the paper cup, "Is this the last layer?"

"We're right at the bottom," he was told, the man gesturing to the space beneath them as if they could see it. His face, plump and a little white from anxiety as the Doctor knelt before the hatch on the bottom of the vehicle. "Nothing below us but the fast lane."

"Can we drive down?" Jay rasped, still trying to clear her throat. Sympathetic, the man fetched her a second cup of water and she smiled weakly, shaking her wrists as he offered it. "Thanks." The Doctor eyed the shaking thoughtfully, but said nothing.

"Well, I'd love to," he said honestly, "but it's an automated system. We need permission, even with three adults. The wheel would lock, and I apologize, but I don't...please don't make me go down there."

The Doctor opened his mouth, as if preparing to order him down anyways, but Jay reassured with a glare in his direction, "We...won't make you."

Huffing, the Doctor began to open the hatch. "Excuse me, then, I'll just-"

"Don't jump!" the man cried in horror, looking ready to drag him back and club him even if necessary. "It's a thousand feet down."

"I know," he reassured, peering down into the depths below. "I just want to look...what's that noise?" he added when a loud growling sound filled the area. Jay shivered, reminded of the monster that had imprisoned her for who knew how long. The man stammered, refusing to give a straight answer and basically confirming that he didn't know, and the Doctor squinted. "Jay, can you see those lights? What's down there? I can't see, if I could just see past this exhaust…"

Jay knelt beside him, keeping a white knuckled grip on the Doctor's arm when she leaned over to look. He gently gripped her numbed arm to help her keep her balance. "I see them," she confirmed, "but I don't know what they are, Doctor."

"There must be some sort of ventilation," he muttered, speaking to himself now. "If I could just...transmit a pulse through this thing, maybe I could trip the system, give us a bit of a breeze…" Without prompting, he threw himself at the panel of controls, and Jay ripped back from the open hatch with a shudder. The man in the bowler hat knelt beside her to peer out himself. "Jay, watch out for anything and tell me what you say!"

"On it," she promised, not taking her eyes off of the depths below as she leaned hesitantly back over the hatch.

There was a few moments of silence as the Doctor worked, and then he suddenly cursed as something sparked, shocking hi a little. But Jay took notice of the fumes shifting, just a little. But it was enough to give her a good look. Jay gasped, and the Doctor demanded, "What do you see?"

"Shapes," she breathed. She lifted her head to give him a worried look. "Giant claws. Doctor, what are they?"

He dove for the open hatch, peering out just as the smog began to cloud his vision again. His expression became grim. "Macra. They used to be the scourge of this galaxy. They fed off gas, the filthier the better. They built up a small empire using humans as slaves and making them mine gas for food."

The owner of the car they'd invaded pointed out, "They don't look like empire builders to me."

"That was billions of years ago," the Doctor explained, climbing to his feet. He ran a hand through his hair, nudging the hatch shut now that he knew what they were dealing with. "They must have devolved down the years. Just beasts, now. But they're still hungry."

"And Martha's down there," Jay breathed in horror, not wanting to think about her friend getting crushed between those strong claws. She shivered, and then jumped when there was a loud clang from the top of the car. All three peered up, and the owner groaned when the hatch was yanked open.

"It's like New Times Square in here," he grumbled. "For God's sake!"

"I've invented a sport," the Doctor told Jay, who rolled her eyes as he flashed her a brief, faint grin. Someone dropped in, and he became serious. "

"Doctor," the feminine voice of the person greeted. She straightened, her eyes gleaming in the dim lighting. "You're a hard man to find." Jay tensed at the sight of a gun in her hand, and she took notice, peering curiously at her. "Don't worry. I only brought this in case of pirates. Doctor," she continued, addressing him. He didn't move. "You've got to come with me."

"Do I know you?" He didn't bother to move any closer to her, and Jay blinked when she realized this woman was like Brannigan. A cat-person! How many were running around, she wondered?

"You haven't aged at all," she said softly, amused. "Time has been less kind with me."

The Doctor looked her up and down, thinking back through every person he'd met that matched her description. And then realization smacked him in the face. "Novice Hame!" he cried, and then became suspicious, sweeping Jay out of her range. He planted her beside the man who owned the vehicle, keeping a light grip on her wrist. "No, hold on, get off of here. Last time we met, you were breeding humans for experimentation."

Jay shivered at the thought. A company much like her father's had been exposed for such things recently, and she remembered the pictures that had been displayed on the news. Entirely unpleasant.

"I've sought forgiveness," Hame said softly, coaxingly. "For so many years, Doctor, under his guidance. And if you come with me, I might finally be able to redeem myself." She looked abnormally calm despite the fact that the Doctor was glaring suspiciously at her, and Jay allowed herself to forgo the preconceptions the Doctor had of her to study her for the first time in her own light, even as the Doctor launched into a rant about how he wasn't going anywhere, because there were Macra living under the city and they're friend was alive.

Jay could see the sorrow in Hame's eyes, the plea in her face. The softness of it, the exhaustion from doing something for so long, the lines left from fear. She could hear the sorrow that seemed to come off of her in waves, and even as Jay tried to shake the numbness from her arms, shaking the Doctor off in the process, she knew that this cat-woman was a good person.

Ignoring the Doctor's protest, she said, "Doctor, we should do what she says. Look at her." She gestured to Hame. "There's something we don't know. This...this is only the beginning."

Hame looked at her in surprise, but was pleased. "You are a smart one," she noted, nodding. "It is as she says, Doctor, the situation is worse than you can imagine." She turned to face Jay, trusting that this girl would be smarter than the Time Lord. "May I?"

"Jay," the Doctor said sharply, but she ignored him and placed her hand in Hame's. She shot him a look, leaving him exasperated. She would go with Hame, even if he chose not to, and snarling under his breath, the Doctor allowed Hame to grab his wrist. She looked relieved and gave the order.

"Teleport."

They vanished, in a simple beam of light, leaving the poor vehicle owner to stare in bewilderment at the suddenly empty vehicle.


Between one moment in the next, Jay found herself thrown quite painfully onto a hard floor strewn with trash. She shrieked when she landed harshly on her arm with the scar, sending tingles spiraling through her body. She forced herself to still, waiting for them to fade as she stared at the black veins that pulsed from it. She didn't dare move when they continued, not daring to send them further-

Distantly, she heard the Doctor groan a protest about a rough teleport before ordering Hame to start teleporting people out - starting with Martha. But Hame said sympathetically that she'd only had power for the one trip, perhaps two if Jay had not been present. Jay took a deep breath, trying to catch it, but it seemed to be struggling to come.

"Then we get some more!" the Doctor cried, his voice coming closer as he kicked trash aside while striding for her. "Where are we, anyways?"

"High above, in the over-city," Hame explained, hurrying over as well.

"Good, because you can tell the Senate of New New York that the Doctor would like a word. They've got thousands of people trapped on that motorway. Millions!" A pause, and then he demanded, "Jay? Where are you? Are there lights, I can't see you."

Just like that, lights sprang into view above their head. Jay blinked as she slowly lifted her head, still not trying to move even the slightest. Her face went ashen white when she saw skeletons around her, just as the Doctor bent to help her up. He was crouched before her, troubled. "Alright?"

"Not really," she admitted, finally making herself move but only when the tingles were gone. He helped her up, gripping her forearms and frowning when her fingers slid, struggling to get a grip. "I can't feel my arms," she admitted, shaking them. She paused, then corrected herself, "Well, I can, but...they're like pins and needles. Like they fell asleep." The Doctor's expression darkened with concern, but she chose to direct his attention to something more important. "Doctor, the Senate. They're dead."

He snapped his head around, taking in the skeletons they were surrounded by as he kept a grip on Jay helping her over some thick wires to where Hame stood, looking mournful. "How long?" he demanded, his gaze sorrowful as he took in one in particular. "Everyone? What happened?"

"Twenty four years ago," Hame said quietly, sighing softly, "a new chemical - a new mood - was created. They called it 'bliss'. Everyone tried it, they couldn't stop themselves. Then, a virus mutated within the compound and became airborne. Everything perished...even the virus in the end. It killed the world in seven minutes flat. There was just enough time to close down the walkways and flyovers, sealing off the under-city. Those people on the motorway aren't lost, Doctor."

"They were saved," Jay realized, breathless. "Those poor people...they have no idea." She stepped away from the Doctor, slowly spinning in a circle - and stopped as she caught sight of something they'd not seen before: a glass containment, with a massive head contained within it. He watched them tiredly, weakly. She stepped away, stumbling a little when those pins and needles shot through her feet, in awe of the powerful, regal face. "Oh," she murmured.

"There's not enough power to get them out," Hame admitted, looking unhappy about it as she spoke. She looked over the skeletons unhappily, not seeming to notice what Jay had seen.. "We did all we could to stop the system from choking."

"We?" The Doctor turned to face her entirely, startled. "How did you survive?"

Hame turned to face him, and then smiled broadly when she saw that Jay had found who she was speaking of. Gesturing, she said, "He protected me. And he has waited for you these long years."

The Doctor spun on his heel, and was startled to find Jay knelt before a familiar face he'd come across several times before.

Doctor, he greeted, and Jay jumped as his voice echoed through the air. She was even more shocked when in a softer tone, he murmured, Jaybird. I knew you would come.

"The Face of Boe," the Doctor breathed, rushing over to join Jay before the glass. His eyes were rounded with surprise and delight at the sight of an old friend.

"Back in the old days, I was made his nurse as penance for my sin," Hame explained as she joined them, and the Doctor glanced back at her, looking much more relaxed.

"Old friend," he murmured, resting a hand on the glass, "what happened to you?"

Failing.

"He protected me from the virus by shrouding me in his smoke, but with nobody to maintain it...the city's power died. The under-city would have fallen into the sea." Hame looked to the Face of Boe with a woeful look. She fidgeted with paw-like hands, looking back to the Doctor desperately. "The Face of Boe wired himself into the mainframe. He's giving his life force just to keep things running."

"But...but there are planets out there," Jay whispered, looking to her desperately. "Surely you could have called for help. If you can colonize other worlds, surely you can do that much!"

"The last act of the Senate was to declare New Earth unsafe," Hame said gently, immediately understanding the lack of experience about the human woman. "The automatic quarantine lasts for one hundred years. It was the two of us, on our own for all these years. We had no choice."

The Doctor swallowed thickly, looking to the Face of Boe again and running his fingers over the glass. "Yes, you did," he murmured, and then looked distressed when the Face of Boe spoke pleadingly even as he was dying.

Save them, Doctor. Save them.


Within minutes, the Doctor was working furiously to do as the Face of Boe asked, his eyes blazing with determination as he studied a computer screen he was struggling to get working through black frames perched on his nose. "Car four-six-five diamond six...it still registers!" This was thrown over his shoulder to Jay, who was struggling to figure out what she was needed to do. "That's Martha!"

"I knew she was good," Jay said excitedly. "What do you need me to do?"

"Stand there for now," he ordered and then whirled back around. "Think, think… Ha! Take the residual energy, invert it, feed it through the electricity grid!"

Exasperated, and holding some wires in place for the Doctor, Hame cried, "There isn't enough power, Doctor!"

"Oh, you've got power. You've got me." A cocky smirk flashed over the Doctor's features. "Just you watch. Jay!" He glanced back at her again, gaze firm. "Switch every switch on that bank up to maximum! I can't power up the city, but all the city needs is people."

"Right!" Jay lunged for the switches that he'd mentioned, doing as he said. She ripped them all up, ignoring the pain in her fingers. It was getting worse, she noticed, even as she said nothing about it. "Done! What now?"

"This!"

The Doctor dramatically threw a big switch up - only for the lights to snap out around them. Jay yelped in fear and surprise, but the Doctor only began to shot in protest, cursing under his breath. "No, no, no!" He threw himself at Hame and the wires, investigating even as Hame flinched away in surprise. "The transformers are blocked, the signal can't get through-

Doctor.

The Doctor ignored him, giving off more ranting outside of a hasty, "Hold on, not now."

So, the Face of Boe chose to address the human girl who looked across the room at him, eyes wide. Jaybird, he said weakly, with surprising fierceness, I give you my last.

And just like that, the power was back. The lights sprang to life, and the computer came back on. The Doctor ran for it, shouting, "Hame! Go look after him! Don't you go dying on me, you big old face, you've got to see this! The open road!" He gave Jay a wild grin that she couldn't help but laugh at. "Ha!"

He grabbed a small device, much like that of the radio they'd spoken into earlier that day, and Jay began picking her way over to him even as Hame flew to the Face of Boe's side. Speaking hastily, he grinned, aware that the computer was broadcasting his face to the monitors in all of the vehicles. "Sorry, folks, no Sally Calypso, she was just hologram. My name's the Doctor, and this is an order. Drive up, right now! I've opened the roof of the motorway. Come on, throttle those engines. Drive up, all of you, the whole under-city! Fast!"

Jay smiled broadly, excited. He'd done it! She snatched the device from his head, ordering gleefully, "Martha! Martha, drive up!" She tried not to think of what the other woman must have seen in her time in the fast lane, only relieved that the other human was alive. She pressed it back into the Doctor's hands, flushing when he chuckled. "Shut up."

Lifting the device back to his mouth, he added, eyes twinkling, "You keep driving, Brannigan, all the way up. Because it's here, waiting for you. The city of New New York, and it's yours. And don't forget! I want that coat back."

The Doctor pressed the device in Jay's hand, ordering quietly, "Hold that up for me, I need to send a flight path to Martha…" Jay did as he said, keeping it up to his mouth for him as he bent over the computer and began typing furiously. When he was done, he said, "Car four-six-five-diamond-six, I've sent you a flight path Come to the Senate."

"Doctor!"

The pair looked over in time to see a crack shoot across the Face of Boe's glass, and Jay's face when white. She abandoned the device she'd been holding, scampering across the room with the Doctor not even a step behind. She wondered what people who'd been watching them thought.

Jay hit the ground on her knees in front of the Face of Boe just as the glass shattered. "Oh, no," she breathed, watching as the Face of Boe awkwardly seemed to slide from his position. Hame rushed to help him so that he didn't get hurt. She ignored the pain of glass in her knees as she rested a hand on the Face of Boe's cheek.

The Doctor knelt beside her, looking sorrowful.

They remained like this for a few minutes before there was a call of "Doctor? Jay?"

"Over here," he called back quietly.

"Doctor!" Martha appeared and Jay looked up with a faint smile, relieved to see her. But she could feel tears gathering in her eyes as Martha slowly approached, shocked. "What happened here?" She paused when she saw the Face of Boe, her face falling. "What's that?"

"It's the Face of Boe," he explained, smiling briefly at her. "It's alright, Martha, come and say hello. And this is Hame, she's a cat. Don't worry." Martha hesitantly joined them all at his reassurance, her eyes locked on the Face of Boe. "He's the one that saved you, not us."

Sniffling, Hame said softly, "He gave his life to save the city, and now he's dying."

"No, don't say that," Jay breathed, upset for reasons she didn't understand. She was crying, she realized, tears rolling down her cheeks. She didn't know this creature, this Face of Boe. Yet she was grieving for him before he was even dead. "He'll...he'll be okay. Right, Doctor? Right?"

He didn't answer, instead listening in silence as the Face of Boe breathed, It's good to breathe the air once more.

"Who is he?" Martha asked, tilting her head. Her face was still damp with sweat, her hands shaking from the stress of the situation she'd been placed in. Jay could tell she'd have nightmares. She couldn't blame her; they'd both have nightmares.

"I don't even know," the Doctor admitted. "Legend says the Face of Boe has lived for billions of years, isn't that right?" His face softened with affection for the creature before him. "And you're not about to give up now."

Everything has its time. You know that, old friend, better than most, the Face of Boe breathed.

"The legend says more," Hame said, her eyes suddenly lifting to lock on the Doctor. The Doctor tried to protest, but he was cut off by her. "It says that the Face of Boe will speak his final secret to a traveller."

"Not yet," the Doctor said firmly, shaking his head. "Who needs secrets, eh?"

The Face of Boe breathed a heavy breath. I have seen so much...perhaps too much. I am the last of my kind, as you are the last of yours, Doctor.

"That's why we have to survive," he murmured, leaning forward to touch the Face of Boe's cheek, just as Jay had done. "Both of us. Please don't go."

I must. But know this, Time Lord. You are not alone. Farewell, Doctor.

As the Face of Boe let out a final breath, Jay thought she might have heard, Farewell, Jaybird.


Jay had a lot to think about as the Doctor paced through Pharmacy Town, leaving her to stand beside a fairly exhausted Martha, promising that he'd be back for the pair of women. She watched him weave through the alleyway, leaning slightly into a wall as her mind replayed the conversation he'd had with Hame after the cat-woman had recovered enough from the death of the Face of Boe to speak with them.

A quick examination of Jay's injuries and symptoms had turned up with grim news. "You will be hard-pressed to find anyone who would know what this is," she'd told the Doctor, Jay, and Martha, her voice thick with grief. "I know not what this...poison will do. It could kill, it could maim...I am uncertain. I am sorry, Doctor, that I am unable to help after what you did for this city."

They'd left not long after, the Doctor leaving to examine Pharmacy Town after telling Jay gently that she could either tag along with he and Martha or go home since they were uncertain of what would happen regarding her condition as of now. She had until he was done to make the decision.

It didn't take nearly as long to make it.

"Pharmacy Town is all closed down," he reported as he came back, hands pushed into the pockets of his coat.

"Happy?" Martha said drily.

"Happy," he confirmed. The Doctor flashed them a broad grin. "New New York can start again, and they've got Novice Hame. Just what every city needs." He wrinkled his nose in distaste. "Cats in charge." He turned his face towards Jay. "So. Jay O'Connors." He rolled the name on his tongue playfully, and she focused on what he was saying with a serious expression, making him grin. "What will it be?"

"I'm coming with you, of course," she huffed. "As if I'd go back home."

Even the somewhat cranky Martha laughed at her. "Welcome aboard," the Doctor said cheerfully. "Anyways, back off to the TARDIS. There's some beautiful meadows in a planet a few galaxies over, full of gorgeous sunlight-"

Before he could go anywhere, however, Martha looked him in the eye and settled down onto the pavement beneath them, arms crossed. Jay looked down at her, confused. "Are...are you staying here?"

"Until he talks to me properly, yes." Martha's gaze didn't leave the Doctor. "He said last of your kind. The Face of Boe, I mean. What does that mean?" The Doctor stiffened and claimed it didn't matter, but she said irritably, "You don't talk. You never say, Doctor. Why not?"

Jay, not wanting to be a part of this argument, and figuring she'd find out what she was prying from the Doctor soon enough, Jay wandered a short distance away, listening intently. Distantly, she could hear the song of the TARDIS, calling for them, but over that…

"The city," she breathed, hearing its citizens singing. "They're singing."

Beneath the sunlight of New Earth, Jay smiled and closed her eyes, listening.


It was fun writing this. Love the Face of Boe.

And I decided to update a day after I did the first time 'cause why not.

Thanks to those who favorited and followed! I appreciate it a lot!