The Doctor and the Creature approached the top of the hill to where Clara stood beneath the willow tree. When they both stood along side Clara, the Creature was astounded by what she saw. It was a lone brick house, with a garden in full bloom with luscious pinks and reds, blues and whites. It was a pristine home, with a thick chimney and plumes of smoke fanning into the sky. It was beautiful, calm and quiet. It was home. Or that is what the Creature felt when she saw the beautiful garden. There even were roses climbing up the chimney; their red petals gleaming in the sun.

"Should we go knock and see who lives here?" Clara asked, already taking a step down the grassy hill. With a thoughtful look the Doctor inclined his head.

"I believe we should, but," he absentmindedly reached inside his tweed jacket, obviously seeking out his favorite gadget. But then a worried look creased his brow and he quickly patted his other pocket, then reached down to pat his pant legs. Realizing his precious screwdriver was gone, he quickly turned and ran back toward the blue box.

"It must have fallen out when we landed," he called over his shoulder. Clara looked over to the Creature, a silent question as whether to follow. With a shrug, the Creature trudged after the fleeing man, and Clara fell into step with her.

"I've thought of a name for you," Clara quipped, wanting to break the silence. She would never admit it aloud, but the imposing woman beside her was unsettling. There was something there in the woman's face that was imposing, almost threatening. But in the moments when the woman thought no one was watching, Clara saw her face change into that of a scared woman; one with too many secretes.

"And what's that?" The woman answered off-handedly.

"I was thinking of Willow," Clara gestured behind them toward the tree. The Creature slid her eyes over to the small perky companion, and Clara wasn't sure if she was insulted by the name.

"Willow." The woman said testing the name on her tongue, then shrugged. "If that's what you want to call me, then by all means."

A little revealed, Clara smiled, "you like it?" she asked, her tone teasing.

The woman turned away.

"No." And without another word she continued back down the hill, leaving Clara a little affronted by the woman's curt response.

As they approached, the Doctor reached for the doors. "I'll be a second!" And as he opened the door, something strange occurred. The women and Clara had come to stand barely a yard from the TARDIS entrance, when the door the Doctor and thrown open slammed shut violently. A shocked expression widened his eyes, and after a moments pause, he reached and tried to push the door open. The door remained stubbornly shut.

"What's going on old girl?" He rubbed a hand down the door, as of trying to coax the machine.

"Has this happened before?" The woman asked, full knowing the answer.

"A few," Clara answered, "as it turned out the problem was me. It didn't like me, but after our time on Trenzalore, it seemed less temperamental. Guess I was wrong." Clara sighed, trying to disguise the hurt and annoyance.

The women watched the Doctor fuss about the blue box, and a frown began to crease the Creatures brow. She stared intently at the closed doors, and felt a rush of energy surge in her palms. She felt the beast stir, and seemed to recoil in its cage. As if it found the energy's presence abhorrent. It wasn't welcoming; she could feel the presence of the living machine glaring down at her. The beloved blue box hated her. It didn't want her near its doors.

Now she had stepped foot into his world, the TARDIS saw the threat of her presence. It knew the danger the woman was putting their precious Doctor into; it knew, and the thought made her shiver under the glaring rays of the sun.

With an annoyed huff the Doctor backed away form the doors, and glared up at the machine.

"Enough with the temper tantrums. You're being very unreasonable." Even after the short lecture, the TARDIS still kept her doors tightly shut.

"Stop being so childish." The command made no effect, and with an exasperated sigh, the Doctor turned to face his two companions.

"Alright then. If she wont do as I say, I suppose we should let her be and trudge on," he turned slightly to glare at the machine, "and maybe she will stop being so stubborn."

With a shake of his head he turned in time to catch a glimpse of a smile pushing against the the corners of the woman's mouth.

"What?" He asked, unsure what to make of the teasing smile; it changed her face completely. She appeared softer, more human. But the moment vanished, and the iron mask fell back into place.

She shook her head. "You speak to it as if it's alive."

"Because she is."

She pressed her lips together, another smile threatening to break across her face. She knew just how real the TARDIS was, and she could still feel its unnerving stare.

When she didn't reply, he uncomfortably scratched the back of his head. A nervous tick he had come to take when he became uncertain how to proceed in a conversation. She rather liked to watch him do it; knowing she could make him feel uncomfortable, almost made her laugh.

"Right. Carry on then, lets go." He strode past them, and headed back up the hill, wanting to escape the awkward tension. He heard rather than saw her approach, and when she fell into step with him he turned to her in surprise.

"Do I make you nervous?" She asked. She had meant to sound teasing, remembering their days long ago when they laughed the days away, but instead, she sounded affronted.

He looked away from her, focusing on the willow tree ahead of them.

"A little." Was all he offered.

He could feel her eyes on him, she was not one to push aside.

"Why?" She continued.

"Because how you appeared in the TARDIS, is very...peculiar. Impossible. You shouldn't be here. Your very existence is uncanny. You say you don't know who you are, but we both know that's not true." He stopped just ahead of her, and looked down into her golden eyes. He too appeared impassive, and nothing like the Doctor she had known.

"You're lying. You may choose to keep your secrets but don't think you can fool me."

The woman held his gaze, and he could not detect what she thought. She was well hidden behind her mask.

She replied casually, "I came to deliver you a warning and it is now up to you to decide what to make of it." She paused, her gaze slipping past him; her eyes seeming to search beyond the hill.

"We all carry secretes Doctor," she said softly, "some are too painful to remember so we push them so far it's possible to forget it ever happened. So it becomes a secret of its own. Don't tell me you haven't done the same." Her eyes met his, and in stead of a cold mask of indifference, he saw a woman with the weight of the world on her shoulders. Her eyes were tired, her face sagged slightly as if time had taken its wicked hand and aged her within moments. He knew of what she spoke. Some secretes were best left buried and left to be forgotten.

"Perhaps, but I've found that secretes always reveal themselves one way or another. They don't like being kept hidden. They either become too burdensome and embitter us, or will slip right out of their box if compelled."

She frowned, "how you mean?"

"The trust we have in others almost always reveals what we keep hidden away."

She pressed her lips together, hurt flaring in her heart. He hadn't trusted to tell her of the being stuck inside her head; he hadn't trusted her when he locked her away; he hadn't trusted to tell her his name.

"Well," she acknowledged facetiously, "you need my trust to look through my memories."

His brows lifted at her statement, and she scoffed.

"I don't know what's all up in here," she pointed to her head, "what if there is something I wish no one to see. Maybe its something embarrassing."

A grin teased the corners of his lips, and she couldn't stop from smiling back.

"All I will be looking at will be the first few memories prior to your appearance on the TARDIS. I won't look into your past. You can trust me." He shoved his hands deep in his pockets, and started to make his way up the hill.

"What of them?" The woman questioned, keeping pace beside him, "do they trust you?" She gestured toward the girl who was once again waiting for them up by the willow.

The Doctor sighed, a heaviness suddenly pressing against his hearts.

"They do. Sometimes not for the better, but they do. Sometimes it costs them, but then they are always brave."

"Do they ever come to regret it?" The question was quietly spoken, but seemed loud enough for the world to hear.

After a moment, the woman thought he wouldn't reply. He sighed deeply and scratched the back of his head, a worried line creasing his brow.

"Maybe. I think some do leave with regrets."

They continued in silence until they almost crested the top when the women turned to him and spoke rather kindly.

"Clara suggested the name Willow. And I suppose that is what you can call me, for now."

He glanced up at the tree, its long branches swaying in the wind.

"It suits you." He said thoughtfully. The women raised her brows in surprise, but before she could question him, her eyes were immediately drawn to the beautiful house.

The door was open.

Clara, seeing them approach, gestured excitedly to the house.

"Look," she exclaimed, "someone is home."

But there was not a sign of anyone.

"Did you see anyone come out?" The Doctor asked curiously.

"No, but maybe they saw us and popped back inside."

"Very stupid of them to leave the door open." The women remarked, earning her a side long glance from the Doctor.

"Well, if that is the case we should go assure them we come in peace." He smirked at his own joke, almost tripping over the tall grass as he treaded down the hill.

As they approached the house, an eeriness settled over the group. Each becoming aware of a presence they could not see. The birds that were chirping in the sky, had become silent, and the wind that ruffled the grass stilled; as if the small group and frightened it away. The Doctor first reached the small white picket fence and pushed open the gate. It silently swung open, but he remained on the threshold, gazing up at the quiet house.

"What's wrong?" Clara asked, coming up behind him.

"Not sure," he drummed his fingers on the gates trim.

"Something's not right." He muttered to himself. And with that he walked into the wistful garden. Clara soon followed, but the women remained just outside the gate. She wasn't sure why, but the thought of passing through the garden became abhorrent. It was too perfect, the flowers smelled too sweet. From far above on the hill, the house was perfect, beautiful. But now, she wanted to turn and run.

There was no complaint from the beast. It remained silent in its cage, as if waiting to see what she would do.

"What are you planning?" She whispered. But the beast smiled and remained silent.

Clara had wondered on the porch and gingerly knocked on the open door.

"Anyone home?" She called. When there was no reply, she peeked her head inside, then feeling more brave, stepped inside and looked about.

"I don't think anyone's home," she said from the door way.

The Doctor joined her on the porch, looking about, then leaned passed the threshold.

"Strange they should leave a fire burning." The women heard Clara say as they disappeared into the house. The women remained at the gate. Uncertainty causing herself to question if she should leave them to whatever was hiding inside the house. For someone was there. She knew that was certain. The pressing unease caused her heart to pound, and her senses to heighten.

Someone was waiting.

She almost jumped when Clara poked her head from behind the door way.

"Are you alright?" Clara asked. The genuine concern in her voice made the women feel guilty for wanting to leave.

"Yes. Just looking." And with more effort than should have been necessary, she walked across the small garden pathway. As each step brought her closer to the house, something in her screamed for her to run, to turn away and never look back.

But she couldn't leave them, not now.

"You sure you're alright?" Clara questioned again as the women met her on the porch; noting how flushed the woman's cheeks appeared.

"Yes. Quite fine." She said more curtly than intended. But Clara gave a small nod and guided her into the house.

The threshold was dark. It was a small chamber with unimpressive black walls, but where the room lead made the Creature stare in wonder.

It was a single, cavernous room with small lanterns hanging on the white pillars that lined the walls. Behind each pillar was a plain wooden door, and they appeared to be closed as the Doctor walked about the vast expanse trying each handle. A wide desk with a burning candle sat positioned against one wall, and the Creature noticed a large leather bound book, with pages spilling from its sides, residing on the the desks gleaming wood. There were no windows, the only light coming from the lanterns that flickered in an invisible wind.

"What is this place," the Creature whispered to herself. She stepped tentatively into the room, half expecting a demon to leap from the shadows. Despite being unsettled, she gingerly walked toward the desk, curious as to what was contained inside the book.

The book was old, its cover worn and the leather cracked along the spine. She ran a finger over the its edge, and suddenly felt very cold. Biting her lip, she turned the cover and found it blank. The page was yellowed and brown spots were littered across the empty expanse. It crinkled at her touch, and she half expected the page to disintegrate into dust. She carefully lifted and turned the page, and scowled at what she saw.

A list of names was etched in dark ink that appeared fresh and gleaming. They were organized neatly, running down in columns in neat hand writing. She flipped to the next page, and again the page was filled with names. She skimmed the page and turned to the next, and the next. Each one was filled with different names. She turned to the middle of the book, and was astonished to see only half a page filled. The last name was smudged, and no matter how she tried, the name was unreadable.

She stiffened when she felt his presence hovering over her shoulder, but she kept her eyes on the old book.

"Do you know any of these names?" She asked, and flipped to the beginning of the book, letting him observe the list. He leaned in close, too close, and she held her breath when she felt his arm brush against hers.

"No," he answered, though curiosity kept him flipping through the pages, "none of them look…" he stopped. She turned to look at him to see a confused, but horrified, look spread across his face. His eyes remained glued to the book, the last page trapped between his fingers. With a frown, she glanced down at the list of names, searching to find the one he found so intriguing.

Then she saw it.

It was the name she could not decipher before. Now, in a swirl of black ink, her name was printed across the yellowed page.

Rose Tyler.

She drew in a sharp breath, and heard the beast laugh.

She watched as he ran a finger gently over the name, both of them confused and bewildered.

"Who was she?" the woman asked softly. He jolted back, the page tearing at the seam. His breathing was uneven, and he unconsciously ran his hands through his hair.

"She…" he stopped, then after regaining his composure he continued, "she was a friend of mine. She travelled with me a long time ago…"

She looked down at the name again, her throat constricting as she asked, "what happened to her?"

She wanted to hear him say it, but he said nothing. With a determined expression, he ripped the page out of the book, and folded it into his jacket pocket.

"She's gone now," was all he said. She looked down at the torn book, baffled by his reaction.

"But what does this mean?" She asked slowly, "why would her name be listed here?"

He only shook his head, again running his hands in his tangled hair.

"I don't know," he was no longer looking at the book, or her, he was now looking about the room, taking in every detail. She knew not what to say. She felt her heart pound achingly inside her chest, and shook as the fear coursed through her.

It was planning something.

The beast held her in its grip, and she knew they were all in danger.

"Come look at this!" Clara called from the end of the room.

Both the woman and the Doctor joined her, and were amazed to see a threshold tucked behind a pillar; as if it were hiding away. Through the opening was a large, pristine, room. Large white pillars stood at each corner of the room, and a black marble floor gleamed in the sunlight that shone through the massive window at the end of the room. A roaring fire blazed in a massive fireplace with white marble lining the edges. Despite its size the heat of the fire did not penetrate the room, and instead a comfortable coolness emitted from the room. The furniture was simple with a glass table with wooden chairs situated perfectly about the table, and a perfectly white floor cloth stood out strikingly against the black marble floor. At the tables center was a large bouquet of red roses, who's scent drifted heavily throughout the room.

It was too quiet, too perfect, and each member of the group felt uneasy as they each stepped inside the room. Even the fire was silent as the flames licked about the logs that were stacked high in the center of its alcove.

The Doctor strode to the window, and noticed a large lake glittering peacefully with large willow trees hanging over the water.

"What is this place?" Clara asked no one in particular. No one could answer. The strangeness of the house was uncanny, and the Creature desperately tried to suppress the need to run. She joined the Doctor at the window.

"Something feels…off." She muttered, gazing at the sparkling water.

"Yes," he agreed, "there's something that doesn't fit."

She turned and looked about the room. Everything appeared to be perfect; to the red roses that sat tall and straight in their vase, to the white carpet without a speck of dirt. It was all perfect and glistening, all except…she stopped.

There, sitting at the far corner of the table was a familiar looking man. He smiled gleefully at the Creature. His perfect white teeth gleamed, and his eyes shone deceitfully.

He hadn't aged a day.

He looked exactly as he had hundreds of years ago.

The world began to spin.

It couldn't be.

He was dead, she had killed him herself. He continued to smile, unmoving in his seat.

"Is something wrong?" Clara asked. She stood just behind the man, but she appeared not to notice him. The Creature looked to him then back at Clara, a strangled cry emitted from her mouth.

"What is it?" The Doctor asked, his voice sounded concerned. But she couldn't speak. The man continued to sit quietly, but slowly raised a finger to his lips, as if warning her not to speak.

She heaved in a breath, her mind whirling.

"What's wrong?" Clara asked, coming to join them by the window.

The man's eyes followed Clara as she came to stand beside the woman. The Creature shook her head, desperate to wake from the obvious nightmare.

"Look at me," the Doctor's hand had taken hers, and she stilled at his touch, "tell me what you see."

Her eyes leapt to his, wide and fearful. Gone was the stoic woman, and in her place stood a frightened girl.

"Do you not see him?" Her voice quavered as she spoke, and the Doctor felt her hand tremble.

Clara and the Doctor looked about the room, then looked back at each other, uncertainty in both their eyes.

"Who?" The Doctor inquired.

The Woman's chest convulsed, and she gasped for air. Suddenly, she jerked her hand from the Doctors and dashed from the room, leaving her two companions frozen in shock.

The Creature ran from the room, not bothering to look back. The man had risen from his seat, and had made a step toward her; black eyes gleaming mischievously.

Escape, she had to escape.

But when she entered the large room, the door that led out into the glorious garden had vanished, and in its place was an impenetrable wall. Confused, she paused as she looked about the room, but there was no escape. The air became thin and she bent to rest her hands on her knees, desperate for the world to stop spinning.

But when she felt a hand rest on her shoulder, she jerked away from the touch, and felt power surge into her hands to blast the demon away.

Green calm eyes met the storm that raged in hers, and she almost fell in relief when she saw the Doctors familiar face. The smiling man was no where to be seen, there was only the Doctor and Clara. It had been her imagination; there was no one.

"What just happened?" Clara asked, rather dismayed.

"I thought…I thought I saw someone…or something…" she didn't know how to respond or how to explain.

The Doctor looked at her curiously. She suspected he could detect that she was hiding something; refusing to explain her rash decision to run. She only shook her head, hoping to clear the pounding ach forming behind her eyes.

Desperate to avoid more questions, she pointed toward the wall.

"The door," she uttered gruffly, "the door is gone."

They all stared, questioning what they were seeing. Without further hesitation, the Doctor approached the wall and ran his hands down the vast expanse.

"Of course it would be wood," he mumbled irritably.

"This is impossible," Clara repeated again and again, gazing about the room with wide eyes.

They were trapped by an unseen force. Something had lead them here and now was strategically manipulating them. It was unsettling, and made Clara's heart race uncontrollably. She felt eyes watching her, felt the lull of its presence pulling her. She felt it, circling her, watching unblinkingly, waiting for its chance. But, yet, despite its unnerving presence, she turned bravely to face it. There was something gentle about it, something comforting, and unknowingly, she let it enter her mind.

Slowly, as if in a trance the slight girl roamed toward a door that was situated in the middle of the long wall. She placed her hand on the handle, and at first, the door refused entry, but as if in second thought, the knob turned, and the door creaked open.

The Creature turned to see the door open, but was too late to stop Clara from entering the room. As soon as the girl stepped foot through the door way, the door shut and a click echoed throughout the room.

"Clara!" The Creature cried and raced to the door.

"What happened?" The Doctor turned at the sound of the woman's cry. The Creature grasped the knob and desperately pulled against the door, shaking it violently.

"Where is she?" The Doctor exclaimed, coming to join her as she banged hopelessly on the stiff wooden frame.

"She went through this door!" She shouted exasperatedly.

He studied the door for a moment, before pounding his fist on the wall.

"Clara!" He called, "Clara can you hear me?" When there was no answer, the woman shoved the door with her shoulder, but to no avail.

They both gasped for breath, surprise and fear clouding their minds. The Doctor paced, running his hands through his hair, turning suddenly to stare at the cursed door as if willing it to open.

The woman stumbled back from the door, a sudden decision betraying her better judgment, but she focused the power to surge into her palms.

"Stand back," she shouted, before blasting the door with the full might of her power. Heat and energy radiated form her as the pulsing light pushed relentlessly against the door. Sweat began to bead on her forehead as she exerted her power. She gasped when she exhausted the extent of the energy, her hands still glowing even as she lowered them to her sides, but cried out in fury when she saw the door still remained whole and intact.

Wrapped in her confusion she forgot the Doctor stood in utter silence, watching her in utter amazement.

"You didn't mention you could do that," he remarked after a long pause. She gritted her teeth, and turned her eyes to his.

"Didn't really know how to bring it up," she responded irritably.

"What else can you do?" He asked curiously. She noticed how he had taken a step away from her, caution now evident in his stance.

She bit her lip, and shook her head.

"Nothing worth mentioning."

"Try me," he demanded. His eyes were hard and calculating. Any common ground they had built broke between them. He knew she was a liar, but now considered her a danger, and at that she felt her heart shudder and nearly break.

She lifted her chin, golden eyes glowing in the dim lantern light.

"I don't think I will," her voice resonated authority.

He will think the worst of me, she thought.

No, the beast whispered, he sees you for who you really are.

She ground her jaw and peeked at him from under her lashes. At one time he had taken her hand, had even spoke with the familiarity she had once known with him, but now he gazed at her with apprehension.

"You spoke of something that was coming," he took a tentative step closer, "perhaps this is what it has come to."

She closed her eyes.

"Why won't you tell me the truth?" His voice was softer, but she could no longer look at him, and instead looked at the cursed door.

"There are things I can't explain," she acknowledged.

"Then let me see your memories."

"No," she turned to him then, "I can't."

"Why?" He thrust his hands in his pockets, impatiens edging his voice.

A tightness constricted her throat, prohibiting her to speak, so she turned away again, glaring at the door.

"You wish to help us. You said you went through hell to reach us, so make good on it. You might hold something important to help save Clara. Please, help me." Though his voice was soft, she heard the desperation in it, a subtle anger building sharply. Did she truly think she could hide forever? Granted it was a few hundred years, but now her lies would be laid bare, and all she had left would be turned against her. All those years living apart from him, she had hoped, maybe, someday, they would be like they once were. Now, of course, she scoffed at the daydream, but the hope had continued on, forming into a security to keep her sane. But that hope was no more. There was nothing left.

Nothing? The beast snarled, have I ever left you? Have I not given you everything you desire?

She rubbed her hands aggressively against her eyes, groaning into her palms.

"You're right," she said gruffly, and turned to him, "you won't like what you see." And she let him see the regret and fear spill from her eyes.

Taken aback, he approached her slowly, raising his hand to gently grasp her shoulder.

"You don't need to be afraid." His attempt of comfort made her smile.

"Yes," she croaked, "I do."

She would have let him do it. She would have let him see every memory, every thing she had done, she would have let him see it, had it not been for the smiling man to appear from behind the white pillar.