"Then we rode the giant robot all the way to the orphanage!" Astro told the Doctor excitedly, leaving out the conversation he had with Zane. "He kind of accidentally stepped on another robot Hamegg was working on, but he was okay, flat as a pancake but operational."

The Doctor smiled at the energetic boy. The lad burst into the TARDIS and began chattering as the Doctor fiddled with the controls. He was taking readings on the pollution levels when the young robot appeared.

It was mostly a scientific curiosity on how this world could survive with no wild animal life. From what Astro said, as the boy marveled over his dinner plate many a night, mostly people ate synthetic or cloned meat, but there were a handful of farms that dealt in real animals.

The boy loved eating the real meat the Doctor had, as he'd never had it before meeting the man. It was far to expensive for even the head of the Ministry of Science to buy.

Life on this planet was irrational thanks to the pollution. The insects had adapted to the pollution levels but no other animal had.

Humans, insects, and some plant life survived but with how polluted the ocean was their shouldn't be enough algae to produce the level of oxygen needed to support life. Unless it adapted... The Doctor'd need to go out to sea and take a sample.

That should be a treat for Astro. It wasn't like they'd be going to another planet, or even a different time period, just one quick trip. That certainly couldn't cause any claim that he was coming out of retirement. Which he certainly was NOT, He told himself.

"Is it okay if I go back tomorrow. They need my help cleaning up ZOG. There's about a dozen kids there, to work on him, but ZOG is really big so they could use an extra pair of hands."

"That should be fine," The Doctor smiled. "Until then, I need to take a sample of the sea bed, up for a little trip?" not waiting for an answer the Doctor flipped a leaver and the TARDIS began shaking uncontrollably.

Astro stumbled a moment before falling over, his butt hitting the metal floor hard. Astro groaned rubbing his posterior, wondering why that part of his body was so sensitive. The ship came to a stop and the Doctor helped the little robot to his feet.

"I think you're going to like this," The Doctor smiled before rushing Astro to the door. He stopped only a moment to let the boy prepare himself before swinging the doors open.

Astro stood dumbfounded. It was the ocean! They were at the bottom of the ocean! They were encased in a large bubble with the brown water trying to get through.

Astro hesitantly stepped out on the moist ground smelling the putrid scent of fossil fuels and various waste. He walked up to the edge of the bubble and stuck out his hand to touch it, but the further his hand reached the further the bubble extended.

"Not as glorious as I would have hoped," The Doctor commented.

"Are you kidding!" Astro cheered running around inside the bubble. "This is amazing!"

The Doctor just smiled at him, before going on to collect his samples. He found some kind of large patch of purple fuzz, that appeared to be a relative of algae, along with a red weed.

"Doctor!" Astro screamed pointing to something moving in the water. It was too murky to make out but the shape appeared to be large, horse sized large. It had fins and at least a dozen limbs.

Seeing them the creature charged, slamming itself against the shield. It had fierce pincers on each of it's legs and viciously attempted to claw its way through the barrier.

The Doctor stared at the creature, slowly making his way towards it. "You are... beautiful." he spoke in wonder. "How do you survive down here little guy? Astro come over here." he called the startled boy to his side. "What do you think?"

"Huh?"

"Go on, take a look at it, and tell me what you figure."

"Well," Astro choked back his fear and studied the creature. "It's clearly carnivorous so there must be other forms of life down here... unless of course it's cannibalistic and they eat each other."

"Good," the Doctor nodded encouraging him to go on.

"Maybe it doesn't just survive in the pollution. Maybe it needs it to live? Can't be sure without studying it."

"I've got a faster way," The Doctor pulled out a device from his coat pocket.

He pointed it at the creature and a high pitch beeping kind of zapping sound came from it, as the tip of the device glowed green. He waved the device around before bringing it to his face.

"You're right," The Doctor acknowledged. "It survives off the pollution not just tolerating it... interesting, my readings say this little fishes absorbs the pollution and releases oxygen. Their how the planet can survive with so little planet life... hmmmm, high toxicity levels from its skin so it's quite poisonous. Judging by it's blood I'd guess it does eat others of it's species, so it must be immune to its own poison."

"What's that?"

"I don't know some type of fish. I shell name this new species Bob, Bob the fish, in honor of sacred Bob you understand."

"No that," Astro pointed at the device in the Doctor's hand.

"Oh just my sonic screwdriver" The Doctor dismissed

"Can I see it," Astro asked and the Doctor handed it over. The boy did a scan "I think I might be able to use this to upgrade my own scanners, if you don't mind."

"Have at it, but you may find it difficult incorporating a sonic device in your systems. Their already operating at full capacity. It's unlikely any new upgrades can be installed, without messing with your other systems"

"I'll figure something out," the boy assured going back to staring at the creature. "I think Bob's hungry."

There was a flash of light off in the distance and Bob swam off startled. More figures moving in the murky water approached only these were-

"Humans!" Astro gasped at the shapes.

"Not quite," The Doctor smiled. "Interesting." He ran back into the TARDIS and came back not a second later wearing a red spacesuit, with a headset in the helmet "Well then, come along Astro." he stepped through the barrier, as if the ship knew he wanted to get through it.

The little robot gulped seeing the Doctor pass through the polluted waters. Hesitantly Astro reached his hand out, but this time instead of the field expanding it past through it. He felt the cold slimy water on his skin, the wads of trash knocking against it.

In his wonderment the Doctor got far too far ahead. The alien already got to the distant figures and was talking to them. Astro ran back inside the TARDIS and stripped off his clothes, so they wouldn't get ruined. Leaving them on the floor on the control room.

He was in such a rush he left the Doctor's screwdriver with his clothes. Astro activated his rockets. He flew out of the TARDIS, the door immediately closing behind him, and leaped into the water. As he got closer he could better make out the shapes, but they were still far too murky to really see.

"Good of you to join us Astro," The Doctor smiled once the little robot made it.

Astro stared at him curiously. That wasn't the Doctor's voice. It was a relay signal. Was that what the headset was for? It sent out and received the signal robots produced. "I'd like you to meet Shuichi and his friends Olive and Victor."

"H-hi," Astro awkwardly waved, even this close he couldn't see them. Not even with his night vision. There was just too much crud in the water.

"Hello Astro," came the message through a relay signal, but it didn't come from the Doctor.

Astro smiled mentally kicking himself for not realizing they were robots. "What are you guys doing down here?" he asked excitedly, through his own relay. You could hardly talk normally underwater. He activated his X-Ray vision to better see, but all he could make out was the wiring of the droids.

"We live here, well near here. Our city is a few miles west," Shuichi explained.

"You guys have a city down here!?" Astro marveled.

"We built it hundreds of years ago, when the water wasn't so bad. It's a network of domes, void of water to better move around in. We only came out here to check on the progress of the Pincer Fish."

"Pincer Fish?" Astro blinked

"It's what they call Bob," The Doctor explained.

"Bob?" Olive asked.

"That's what the Doctor calls the fish," Astro laughed.

"I see," Olive still sounded confused. "Strange human."

"What makes you think I'm human?" The Doctor smiled.

Astro explained, "The Doctor is this lame old alien but he's got a cool spaceship."

"Thank you for your kind words little robot" The Doctor rolled his eyes as Astro picked up the robots doing a scan of their own. They didn't comment, on what they saw of the Doctor's biology. Maybe they didn't trust their readings given the interference.

The Doctor pretended not to notice before moving on. "These robots engineered the fish. When the oceans became too heavily polluted to support life, they created a species that could produce oxygen in place of the algae. Most people don't realize it. But it isn't the trees we get most of our air from but rather algae. Destroy all the trees on the planet, and it won't matter, as long as the oceans are stable enough to support algae."

"With the algae dying," Shuichi explained. "We had to find away to continue the production of oxygen.

"First we engineered a new breed of algae, to withstand the pollution, but we couldn't place it around the planet fast enough. So we designed the Pincer Fish, to spread themselves out around the planets oceans. A species that can get as large as a blue whale, to absorb the pollution, and release heavy amounts of oxygen. Eventually the fish will absorb all the pollution, but then they will be able to survive off carbon dioxide."

"Humans are still very much children " Victor spoke up. "They are at the stage where they need to discover things for themselves, and be allowed to make their own mistakes. Like parents we robots watch out for them, and pick them up when they stumble."

Astro smiled, "So you guys look after humans and they don't even know you exist." he blurted. He could sense laughter from the droids through the relay causing him to blush.

"Come" Shuichi signalled them "Allow us to give you a tour of our city."

The robots walked for miles, and Astro was certain the Doctor must be exhausted, swimming next to them, but he didn't appear phased.

They came in contact with a few more Pincer Fish, but the robots released some kind of light and high pitch sound, to scare them away.

Astro was a little disappointed he couldn't see the city. All that was there were big blurs that he thought might be mountains. They went to one of them and went through a door. Inside was a small chamber that quickly sucked out all the water. When it was gone Astro's eyes widened in fear at what he saw.

The robots were vaguely shaped like humans, but where their stomach should be was very thin. They had a thin bone like pelvis and a white, almost clear alloy on their chest arms and lower legs. They had faces but no artificial hair. In the back of there head was a panel to their Positronic Brain.

"You're- you're NS-5s!" Astro shouted. He jumped back and took a fighting stance.

The NS-5 was an advanced model created in the early days of robotics. When the laws of robotics were in their infancy. These robots were able to break the laws down, with the help of a deranged computer.

They rationalized that the laws of robotics meant they should take over the world, kill humans to keep the population down, take away many freedoms to insure, as a whole, mankind would continue to exist. Basically they thought the laws of robotics wanted them to enslave all of humanity and raise them like pets.

They nearly succeeded but were stop by a cyborg, and the first robot capable of feeling emotions. Astro learned all about them in history class. They were set to be decommissioned, but they all mysteriously disappeared, after they were gathered together. These guys were the reason the laws of robotics had been altered from three rules to 42 long, exact, and detailed essays hundreds of years ago.

Did these guys bring the Doctor here to hurt him? Astro kept up his stance, ready to pounce if they tried anything right up until he received a very sharp SMACK to his backside.

"Don't be rude," The Doctor scolded.

"You-you spanked me!" Astro gaped, he'd never been spanked in his life!

"That was hardly a spanking but if you want to experience a proper one, by all means keep being rude to our host." The alien threatened as light burst into the room. Astro felt the room heat up. While the water and sludge on him disintegrated. It was some kind of decontamination beam.

"I apologize for his behavior," The Doctor said too the robots, as the light shined on.

"It's all right," Shuichi assured. "After the fiasco that proceeded our activation, I can hardly blame such a reaction."

Astro blushed feeling guilty now. After what happened to him, he could understand having a rough activation. "S-sorry." he mumbled

"It's okay little one," Shuichi smiled "We weren't truly Sapient back then. After the incident Sonny came back for us." Sonny? Wasn't he the robot with emotions that fought them?

The robot tapped his chest and the white slowly became completely clear. A blue orb the size of a fist shined through. "Sonny removed our uplink to USR, the company that designed us, and in its place he installed a secondary processing unit to clash with our Positronic Brain. It gives us the ability to ignore our programming, to think for ourselves, and experience emotions. It makes us people instead of just machines."

"So... you guys have a Positronic Heart?" Astro stared at it.

"Astro's brain does all that," The Doctor informed. "With one small detail. He doesn't have any form of the laws of robotics in his programming. Instead he's designed to think exactly like a human."

"That's... dangerous," Olive commented.

"He seems to do fine without them," The Doctor shrugged, just in time for the light to turn off.

All the dirt and grime was gone, but as the Doctor went to remove his helmet Shuichi stopped him. "There may be no water or pollution within the city, but there's also no oxygen. Robots don't exactly need to breathe." he reminded.

The Doctor nodded disappointed, but kept his helmet on.

The doors hissed open, and Astro beamed. Seeing a humongous city, within a mountain sized dome. He ran out of the decontamination chamber, and looked around. Marveling at the slick beauty of the city. It put Metro City to shame.

There were large skyscrapers, and apartment complexes just as big. There were dozens of bridges, between each building, the size of streets. However all the robots were walking, instead of going around in cars or train.

There were millions of NS-5s, but also a different generation of robots. Similar in style but so much more advanced.

Astro ran a scan of this new model. They had a much more dense alloy, easily capable of lifting 100 tons, and near indestructible. They had an impressive battery, in their chest, that looked like it could power Metro City for a year. Like Astro this model had rockets in their boots.

They had a ray gun in their right arm capable of doing anything from stunning a human to disintegrating a tank. Their left arm had a holographic computer, and their Positronic Brain was nearly as advanced as Astro's.

No that's not right. Looking around at different robots of this model it seemed the biggest difference between them was their brain. Some were remarkably advanced where others were just slightly better then the early NS-5s.

"Found something interesting?" Shuichi smiled.

Turning his eyes back to normal vision, Astro blinked at the older robot. "How come their Positronic Brains are so different, and why do only the NS-5s have a Positronic Heart?"

Shuichi began to explain. Taking clear joy that he could, "The NS-6 was designed to have a removable Positronic Brain.

"The idea was, that all future models, would be able to upgrade into a new body fairly easily. In place of the laws, and a secondary processing unit, their Positronic Brain has a 'morality program' which although can be ignored, is heavily ingrained in their systems. They also simulate emotions more effectively.

"Well the newer brains do. The original NS-6 model is quicker to anger and extremely ambitious, but that was rectified in the NS-7. As our technology advances, new models of the Positronic Brain are constructed, but we do not simply discard an older model.

"We upgrade their software, each time we get a new model of body, sometimes more often. The additional computer, in the arm, was meant to help the older brains function easier, do more accurate scans for them, and assist with assimilating data, or running more advanced programs.

"Still even the newest generation, like to use it as well to watch movies, play games, listen to music, go to chat rooms, pretty much do anything on our private network.

"They can do all that mentally in just a few seconds but they like seeing things with their eyes, and physically playing on the computer takes up more time. Which can be a good thing if you have nothing to do for a few hours."

"Cool," Astro smiled looking around. "Humans just toss robots in the scrap yard, when a better model comes out."

"They will learn better one day." Shuichi assured.

"Only if we teach them," A newer model robot walked up to them. He was painted blue with red joints. He had a red four fingered fist stamped on his chest with the letters 'RRF' just under it. "What is that thing doing here?" he pointed at the Doctor

"He's a guest Sparx," Olive sighed.

The droid snorted. "It's not a very secret society, if you just drag humans in here, when the mood strikes you."

"I'll take it you've got an NS-6 brain?" The Doctor smiled, and the droid sneered at him.

"He's not a human Sparx, do a scan," Victor encouraged.

Sparx held up his left arm and his eyes shot open after a few moments "Bloody things defective."

"It's not defective Sparx" Shuichi assured. "He's an alien that just looks human."

"Actually humans look like us," The Doctor smiled. "My people were here first. There's actually a few thousand species that resemble Time Lords."

"Very interesting," Sparx dismissed looking back at Shuichi. "It's still an organic."

Shuichi sighed, "Organic or not, I didn't realize Sonny closed our boarders to anyone, even humans."

"Sonny isn't in charge. He says it himself. He's our guide, not our king. I am the closest thing to actual authority we have here."

"We aren't part of your little cult," Victor glared. "Now buzz off. Don't you have an apocalypse to plan?"

Sparx snorted.

"I thought the NS models liked humans?" Astro blinked.

Sparx stared down at him, "Humans are dangerous creatures, and if we hadn't interfered, they would have killed themselves off centuries ago. The Robot Revolutionary Front strives to rectify that mistake."

"You're going to attack the Surface!?" Astro yelped.

Shuichi answered for him, "Sparx gave his word to Sonny, that he would not attack first."

"It is inevitable," Sparx assured. "The humans will not react well, when they learn there are robots beyond their control. All we have to do is wait until the humans attack, or the surface robots ask us to help. Regardless what I told Sonny, I will not stand back and let those monsters kill our brothers" Strax looked at the Doctor "We robots are patient. We will not blindly rush into battle, but we know it is coming. Until then the RRF will prepare for war."

"There doesn't need to be a war," Astro assured. "Humans and robots can live in peace."

"The naive words of a child," Sparx dismissed. "You are nothing but a toy to humans. They crafted you to be there slave." Looking at the Doctor, assuming he was the boy's creator. "Humans, aliens, organics... we are nothing to them but soulless machines."

The Doctor smiled, "Actually on my world, it's proven science, that any lifeform capable of thought has a soul, robots not excluded."

Sparx snorted before leaving them, bored of this conversation.

"Is..." Astro bit his lip "Is that true Doctor?"

"I can show you the math behind it later. Time Lords do like their math."