Wham!

A shock of electricity jump started his heart.

He could see again. He could hear!

The strange, shuffling, scuttling sounds were almost overwhelming; it seemed to belong to the black, viscous river ebbing and flowing around him, trying to drag him away.

"Come on, Charlie," the Doctor urged. "Your brave heart almost gave out for a second there. But it's fine. We're fine. We've almost made it."

"Where…? Wait…" Charlie faltered; the sensation of the river crawling up his legs snatched his attention away.

That was when he realised that, no – the 'river' wasn't a liquid. And it was most definitely alive. It was a swarm of tiny spiders, pulsing and throbbing with every heartbeat, charging over one another with incredible speed.

"We're following them?" Charlie uttered.

"That's right."

They were wading against a metaphorical torrent of miniscule arachnids – which could only mean one thing in the Doctor's mind:

"It's leading us straight to the source of the venom?" Charlie realised.

The Doctor smiled, pushing through a sudden spasm of pain – which he was doing his best to mask.

However, Charlie could see the Doctor's skin peeking through his ragged sleeves. His veins were almost completely black. They snaked up his arms, and were creeping up his neck; the cruel fingers of venom coiling around his throat.

"Doctor," Charlie spoke up, raising his voice above the roar of the cascading spiders, "I have to ask you something."

The Doctor paused, and turned back.

"I don't understand," Charlie began.

A puzzled frown from the Doctor, as he met his eyes.

"I don't understand how you keep going. When there are so many nightmares inside your head. How do you keep going when you lose the things you care about?"

The Doctor smiled, sadly.

"Warm summers days. The smell of freshly cut apple grass. Fish and chips. Tellurian tea, and the odd bit of rock music."

"Seriously Doctor," Charlie interrupted. He was tired of the endless variations of 'cheer up' and 'it'll get better'.

"I am being serious," the Doctor insisted. "I care about the universe. I think you do too, and I don't think you're ready to give up on it."

Charlie sighed.

"There's something coming for us, Charlie," the Doctor spoke gravely. "Something feeding on my mind – darkness. It snakes and weaves through my memories, following us through every nightmare…"

Charlie nodded – he could feel it too, gnawing away at their shared consciousness.

The Doctor stepped back towards him. "You're afraid of something, Charlie. There's something going on inside your head. I don't know what it is, but I want to help you."

Charlie glanced up at the Doctor, trying to rein in his pleading eyebrows.

"Really?"

"Of course." The Doctor broke into a warm smile. "I…"

He stopped, as the ground began trembling.

The spiders were stirring.

The Doctor reached out to Charlie in alarm – but they were drifting too far apart. It was as though the ground, submerged beneath the waves of spiders, and was breaking away; dispersing, like melting chunks of iceberg.

"You need to-" the Doctor's urgent cry was cut short, when the spiders rose up, engulfing him in a twisting vortex of scurrying Arachnids. Then, as the column collapsed, Charlie knew he was gone.

"No! Doctor!" Charlie yelled.

In real time, the Doctor was dying. It was only Charlie's one human heart sustaining them both. He had seconds left to save him, before he flatlined.

Charlie could feel the weight of everlasting darkness closing in around him.

This was death.

It was terrifying.

The claustrophobic squeeze as the last of your breaths are stolen from you, and you're left with the feeling – an inkling, perhaps – that life should have been so much more. You could have been so much more.

But this wasn't important.

Charlie fought against a tidal wave of the creatures, threatening to knock him down, drown him, too.

One thought kept him strong: he needed to save him.

Save him…


He gasped suddenly – without control, as though the air had been forced into his lungs.

He collapsed to the floor. His heart was burning. Charlie struggled to right himself, but his arms barely held the strength to lift him.

Nate appeared before him, descending from the darkness in a blaze of light, like some heavenly messenger. He stood unaffected by the tumbling Arachnids.

"The Doctor is dead," the holographic figure informed him.

It was a statement of fact. With its utterance, Charlie's hope was extinguished.

"What… No! No, he can't be! I have to save…" the words tumbled out, falling into a empty void.

Nate crouched down beside him. "Charlie. The body of a Time Lord is a product of millennia of genetic engineering. You have moments left, but you can still save the Doctor. Destroy the arachnid venom, and his body will do the rest."

Nate reached out to him, and Charlie was able to force himself to stand, even though his legs were still shaking.

"What… what about you?"

The bright light that flickered around Nate's form faded for a moment.

"You forget, I am the Doctor's TARDIS. A broken museum piece. So he thought."

Charlie threw the ethereal figure an expression of confusion. It was all he could manage to communicate.

"A TARDIS holds many secrets. Many more than you or the Doctor. I hold secrets from the past and the future.

"The truth is, I was not broken. I was waiting for him. Because he's the only one who can see it: there is far more at stake beyond these four dimensions."

Nate – the TARDIS interface - took a step back. Charlie followed.

"The Doctor must not be allowed to choose death. This is why you must not fail now."

The TARDIS' words were ominous. Charlie felt the weight, the pressure of the responsibility the TARDIS was forcing upon him.

"You have to succeed, or the Doctor will fall. If the Doctor falls, the universe will too. Something is coming, which threatens everything. We need the Doctor alive."

Charlie didn't think he had the energy to work out what was happening. Amongst the constant mantra of 'Save the Doctor', he had a few seconds to process what the TARDIS was telling him.

He had realised right at the start of his travels with the Doctor that the TARDIS was alive, sentient even. But it had never occurred to him that the Doctor's ship had plans of its own. A hidden agenda.

"Does the Doctor know this?"

Nate shook his head. "No. You will not tell him."

Charlie kept following Nate, their eyes locked together, keeping his attention away from the vicious pull of the Arachnid swarms.

"Does he know you can talk?"

"I cannot."

"Uh…?"

"I cannot talk," Nate stated, shrugging away the question.

"When you succeed, Charlie, I'll restore your neural pathways," he informed him. "I'll have to reverse the changes I made - otherwise your mind will burn up. You won't remember anything from this little escapade. It's a bit unfair, I know."

Charlie tried to respond, but he could no longer catch a breath. He wanted to argue. He didn't want to forget everything - he was just starting to truly understand the Doctor. Understand why he was a renegade of Gallifrey. Why he will never stop wandering the universe, helping people. Why he's done some of the terrible things he has done.

But really, more than anything, he just wanted to hold onto one thought: that the Doctor would help him.

"Just be careful," Nate warned, "I know you have good intentions, but what you're doing is dangerous. I believe… I believe you'll do the right thing."

Riddles. The TARDIS was speaking in riddles. Saying one thing which could have a dozen meanings.

Nate flickered, holographic atoms falling apart, dispersing in a hypnotic dance, before fizzling out.

"No, wait!" Charlie wheezed, trying to grasp the vanishing atoms. It was a futile effort.

Through the stardust, he saw the old man.

As he pulled himself closer, Charlie saw that the old man was sitting in a throne of Arachnid bones, which coiled around him, gripping his frail limbs – more a cage than a seat of honour.

Charlie didn't recognise the man, his features buried within folds of cracked parchment-skin. He wasn't the Doctor, or one of his past incarnations.

There were cables protruding from the old man's body, emerging from rusted metal sockets and morphing into a jet of tiny Arachnids. Somehow, this man represented the source of the Arachnid venom in the Doctor's mind. He had to be.

Charlie was close enough to hear him now.

"She's here…" he kept mumbling, "She's here… she's here…"

He wasn't sure what the man's wheezes meant. Charlie peered around him, unsure what to do, but certain this is where he was meant to be. Why else would the TARDIS lead him here?

He tentatively clasped one of the thick cables sprouting from the old man's skull, ignoring the uncomfortable prickling of the spiderlings scratching his palms. As he pulled it out, the stream of spiders crumbled and died.

It was working.

He climbed around the bone cage, wrenching the cables from their sockets, arcs of green electricity snapping at him in protest. He pulled out every sprouting source of the venom he could find.

Was this it? Was the nightmare ending? Had he saved the Doctor?

The old man's sunken eyes gazed fearfully over Charlie's shoulder. He had seen something. Charlie turned to look.

He knew instantly what it was. He had always known. It had always been a part of his nightmares, but he had never fully realised it before.

"Oh, no," he whimpered, scarcely able to believe his eyes. "No, no, no…"

She was here.

Charlie gasped, staggering backwards. His limbs had seized up. There were tendrils curling around his face and around his neck, grasping him ever tighter, throttling him. His fingers, numb with shock, grappled uselessly with the coils.

"Charlie. Charlie!" the Doctor voice urged, "It's okay. I've got you."

The Doctor gently plucked the headset from him, untangling the mass of wires from around his body.

Charlie picked out the words 'left' and 'right' etched into the arms of the headset, before they swam back into the weird circular etchings that he recognised to be the Gallifreyan language.

There was a weird sensation: a crackling, snowy field of static obscuring his vision, boring into his eyes, boiling his brain. It quickly dissipated when the Doctor clasped the sides of his head.

He was in the TARDIS. He was back in the TARDIS. He'd escaped from the Doctor's mind, and he was alive!

"You're okay," the Doctor muttered, staring intently into Charlie's unfocussed eyes. "You're okay now."

"You didn't change," Charlie croaked, acknowledging the Doctor's aged features.

"No need," the Doctor said with a warm smile, "The Arachnid venom was completely eradicated from my system, thanks to you and the TARDIS."

"You didn't change…" Charlie repeated needlessly, his head nodding as he fought to remain in this reality. In this still moment in time, where the Doctor was alive and well, and they were not alone.

"It's all right," the Doctor assured him. "Get some rest."

Charlie was exhausted, and he found himself effortlessly obeying the Doctor's words. The TARDIS slipped away, and he closed his eyes.

"You won't remember anything…"

No! Charlie's conscious mind protested. He couldn't forget. He had to remember that the Doctor…

"Won't remember…"

He cursed the TARDIS. It couldn't do this to him. It couldn't make him forget…

What had happened? How had he saved the Doctor? What had the Doctor said? It was something important, be he could no longer recall it.

The soothing feeling washing over him whispered ideas to him. It didn't matter. Don't worry about it. Everything's going to be okay.

The events were slipping away from him. Like a dream.

Dream…