The Doctor's lip was trembling, and his eyes darted around like a frightened deer.

Charlie noticed his hands ball into fists, the Doctor's fingers flexing uncomfortably.

The Doctor tore himself away from the world outside, and began wrestling with the controls.

Nothing moved. Nothing would budge. No matter how much the Doctor tried, no matter how hard he pounded on the console, the TARDIS controls were fixed. They were glued in place.

They weren't leaving here any time soon.

The Doctor hung his head, and slammed his fist into the console one more time.

Charlie waited patiently, watching anxiously as the Doctor fumed in silence.

"What's out there?" Charlie asked after a while – when he was sure it was safe for him to speak. "Where are we?"

The Doctor looked at him. His eyelids were heavy, showing the weight of centuries of horrors.

Nowhere good, Charlie answered for him.

The Doctor dragged himself back over to the door, and Charlie was struck with a feeling. It was a feeling he'd had as a child.

When you hear a noise in the middle of the night, when you're supposed to be asleep, so you tiptoe over to the window and pull the curtain back. There's that moment, just before you reach out, when you dread what you will see.

Usually, it's nothing. But not always.

And the Doctor stepped outside.

"Where are we?" he repeated Charlie's question. "We're a long way from home."

He took a few steps, listening to the crunch of rotten bark underfoot.

The TARDIS doors swung shut behind them with a slam, and Charlie jumped.

The Doctor looked back, alert.

"We're not going back," he said.

They looked back at their only way out. It was sealed.

Charlie half expected the TARDIS to vanish, but it didn't. It was like they were being taunted; shown a locked exit.

The Doctor pulled out the sonic screwdriver, wielding it ahead of him like a weapon, and began to pick his way through the forest.

"No," the Doctor murmured, tentatively feeling the cracks in one of the trees.

"What is it?"

"It's like we're actually here," the Doctor groaned. "I can't tell whether it's real or not."

"It can't be real, can it?" Charlie assumed. "We're inside your… mind?"

Charlie pointed at their surroundings.

"So none of this is real," Charlie tried to reassure them both. It didn't make him feel any better, though. "Right?"

"Just because it's inside my head doesn't mean it's not real," the Doctor said.

The Doctor's eyes were glaring, and quite difficult to face, so Charlie examined his trainers instead.

The Doctor's words triggered a thought. It reminded him of something his therapist had said. Just because you couldn't see what was going on in someone else's head, didn't mean it didn't exist. There was no way of telling what events other people had faced, what battles they had fought. What battles they might still be fighting.

He hadn't understood that in the same way until now: when he was actually standing inside someone else's mind.

"Sorry," Charlie mumbled.

The Doctor raised his eyebrow for a moment, appearing to read his thoughts.

They kept walking, although Charlie wasn't sure what direction they were heading in. Every inch of the forest looked exactly the same.

"You've been here before?" Charlie asked.

"Yes," the Doctor answered. "We're inside a memory."

His eyes darkened, and he grumbled: "And not a very pleasant one."

"Why not?" Charlie wondered, dreading the Doctor's reply.

"Because I lose."

"You lose? What do you mean?"

"I couldn't save anyone. I couldn't help. I only made things worse," the Doctor moaned. He sounded pained, like he didn't want to divulge any of this. He didn't want to relive the memory – but he was.

"But you're the Doctor. You always make things better?" Charlie almost pleaded with him.

"Not this time," the Doctor said quietly.

Charlie shook his head in disbelief. Why was the Doctor so nervous? What could possibly have happened for the Doctor to be so afraid?

"Why are you so scared?" Charlie blurted, gesticulating wildly. "You're positively… radiating with terror. Brimming with fear! More scared than a Tivolian trapped alone in the dark on an alien planet!"

He stopped, catching his breath back.

"What was that?" the Doctor asked, peering at him in bewilderment.

Charlie pursed his lips together, trying to replay what he had just spurted. It was strange – he couldn't think why he had said all that – in the way he had said it. It was like he had completely lost his mind for a second.

"I don't know," he muttered. "I don't even know what a Tivolian is."

On reflection, it was the sort of nonsense the Doctor usually spouted. In fact, his outburst had been so incredibly Doctor-ish, it had even taken the Doctor by surprise.

"What did you do?" the Doctor asked, pointing at him. "You didn't…?"

The Doctor sighed, pinching the bridge of his nose to stem the flow of frustration.

"You didn't let the TARDIS rewire your brain, did you?"

"Um… that might have happened…?" Charlie muttered.

"Oh, no… that's incredibly dangerous! Are you an idiot?" The Doctor frowned. "No, don't answer that – you'll only get it wrong."

"You were dying! It was the only way to save you," Charlie argued, stopping in front of the Doctor, trying to meet his eyes.

The Doctor didn't stop, and merely brushed past him, as he continued trudging through the forest.

"Stupid idea," he grumbled under his breath.

"You still haven't answered my question," Charlie called after him.

"I'm not going to," the Doctor growled back.

"Why are you scared?" Charlie demanded, glaring at the back of the Doctor's head.

The Doctor turned back, and his expression was grave.

"You don't want to know."

"Just tell me! Tell me why you're scared. Because it scares me that you're scared!"

Charlie was yelling, now. But the Doctor kept on walking.

"I'm supposed to save you. But how can I do that if you're not even going to listen to me?"

Charlie shrugged, and he felt the back of his neck twinge, like it always did when he was struggling to contain his anger.

"I'm living this memory too, you know! I'm stuck inside your head, right here with you. You've been here before, but I have no idea what to expect. I don't know where we are. I don't know what's going to happen. But you do! Just tell me!"

The Doctor stopped, and looked back, resignedly.

"I suppose…" he agreed.

With a rather heavy sigh, the Doctor took a seat on an old, fallen tree trunk.

Charlie couldn't help thinking that the Doctor looked exhausted. His watery grey eyes were almost sunken into his skull.

"There isn't much I can tell you," the Doctor began. "It happened exactly like this. I land the TARDIS – exactly where it was. And then I walked through the forest."

He gestured towards the expanse of trees all around them.

"It didn't take me long to work out this was a colony world, millions of light years from Earth. An uninhabitable planet, terraformed to sustain human life."

"You can tell that?" Charlie queried.

The Doctor nodded. "Some of these trees are indigenous to Earth. They wouldn't grow anywhere else."

"And what happened next?"

"I found people," the Doctor murmured.

He didn't seem keen to elaborate, but Charlie pushed him further.

"And then what?"

"Something happened," the Doctor sighed. "Something was affecting the population. Changing them. Some… force."

The Doctor shook his head, staring at the patterns running through the fallen bark.

"Whatever it was, it took the children first. Every single child."

The Doctor's voice almost cracked. It was clearly a painful memory, and Charlie hated himself for asking the Doctor to continue – but he was here too. If this was a painful memory for the Doctor, it was going to be a painful experience for him now.

"Before I knew it, everyone was dead," the Doctor said, simply. "The entire human population was wiped out."

"How?" Charlie asked, "What caused it?"

"I don't know," admitted the Doctor. "I never found out."

"How come?"

The Doctor shrugged, shaking his head despondently. "I ran away."

The Doctor was ashamed to utter the words, and Charlie frowned, struggling to picture the scene. He couldn't imagine the Doctor running away – not from people who needed his help.

The Doctor looked up at him, his eyes revealing his conflicted thoughts.

"I know what you're thinking. It's one of my many regrets," the Doctor chewed on his lip, lost in fantasy. "I always wished I could go back. Do it right, and… stop whatever did this."

His eyebrows rose, full of hope.

"If I can work out what happened, maybe I can stop this."

Charlie's frown deepened, his other features joining in with his confusion.

"You said we couldn't change time. You wouldn't even let Alan Turing change time."

"This isn't actually happening," the Doctor reminded him. "This is just a construct inside my head."

"But then you're just…" Charlie struggled to argue with the Doctor. "You'll just be misremembering what really happened."

"Very probably," the Doctor admitted. "But think about it: if I can work this out, I can stop it from ever happening again."

"But we don't have time!" Charlie urged.

"Time?" snapped the Doctor. "Time? Time doesn't matter in a place like this!"

"We need to get out of here," Charlie said, throwing his arms up in frustration.

The Doctor nodded. "Oh, I agree. The problem is: I have no idea how. I certainly can't wake up. You told me yourself – I'm dying. I won't wake up."

"Then what do you think we need to do?" Charlie asked, resignedly.

"I just have this gut instinct… I need to do this."

The Doctor stood up, defiant, his determination revitalised.

"Do you trust me, Charlie?"

Charlie hesitated for a second, looking into the Doctor's ancient eyes. He was reminded of the moment he first met the Doctor, saving him from the Wraith. He had been compelled to trust him then. Despite all they had been through, that trust had never truly wavered.

"Yeah."

"Then we need to run," the Doctor grinned.

Charlie's eyes widened in dismay. "Of course we do."

The Doctor took off, speeding through the forest. He hardly registered his surroundings, relying on his memory of the way through the woods.

Charlie was only just able to keep up, as the Doctor leapt over logs, and ducked under low branches, twisting and turning amidst the trees.

Charlie couldn't tell how far they ran. His lungs were desperate for air, and his legs were taking the punishment of his exertion.

He really ought to be used to this by now, he reflected.


They finally stopped running when an old house appeared, seemingly out of nowhere.

It was a rickety two storey affair, wooden slats tracing the contours of the building, interrupted only by grubby windows and a shabby door. The red paint was peeling, hinting at several different colours beneath.

A veranda projected from the front of the old house, damp and riddled with woodworm. The root of a nearby oak sliced through it, warping the decking.

It seemed to Charlie that it was incredibly out of place – and surely a long way from civilisation. He was doubtful that anyone would want to live there.

The canopy of trees was a little less dense here, and the cobalt sky filtered into the forest. The sky was so dark, it might have been night. Charlie wasn't sure. Perhaps that was just the colour of the alien atmosphere, or perhaps it was because this was a dark memory for the Doctor.

"What is this place?" Charlie asked.

The Doctor glared at him, warning him to be wary. "It's an orphanage."

"Kids?" Charlie realised.

The Doctor nodded.

"Whatever's coming is gonna come here?"

"Yes," the Doctor croaked.

The Doctor cautiously knocked on the door, the decking groaning as he stepped up to the house.

It took a few moments before anyone came to the door, and a few more moments for the scraping of locks and chains to subside.

The door swung open, and the Doctor's hands shot up in surrender.

Charlie was too stunned to follow his example, as he found the cold, rusting barrel of a shotgun aimed at his nose.

He really wished he could say that this was the first time, but then, maybe it was just as well it wasn't.

At the other end of the shotgun was a stern old woman with a screwed-up face like a rat's. She looked as though she didn't trust anyone as far as she could throw them, which judging by her small stature, wasn't very far. Her beady eyes studied him up and down.

"Um, no, it's okay…" Charlie reasoned, raising his palms to show he meant no harm. "I don't know what's going on, but we might be able to help."

"We're not dangerous," the Doctor added.

The woman grunted, keeping her weapon aimed, and her gaze locked on Charlie.

"I only have your word for that," she growled. Her voice was hoarse, and just as stern as her gaze.

There was a man hovering timidly behind her. He was middle aged, with thinning black hair. He seemed to wear a permanent expression of puzzlement, and had a white dog's collar around his neck, indicating that he was a clergyman.

"Who are they?" he asked.

"Answer!" the woman barked, jabbing at Charlie with her weapon.

"I – I'm Charlie, this is the…"

"No, don't!" the Doctor interjected.

"…Doctor…" Charlie finished. But he was too late.

The woman swung the shotgun towards the Doctor, and a blast spat out of barrel of the gun. Charlie leapt back in shock, as the Doctor yelled in pain.