AN: Sorry it has been so long, but I've had a lot going on. I'll try to write the next one soon

They landed and quickly disembarked into a crowded public space. "Where are we, Doctor?" Rose asked, looking around.

"Starship UK. 29th century, solar flares decimate the Earth, and humanity packs its bags and sets off for the stars."

"Really." Jack spun around. "My ancestors came over on the American ship, you know. The Liberty."

"Really?" Rose asked with fascination.

"Yeah. They landed, oh, a thousand years before I was born."

"I hope they fared better than these people," The Doctor said, turning around. "Something's not right…"

He rushed over to a table, took one of their glasses of water and set it on the floor. He crouched down to look at it, quickly followed by Jack. "Engines, right Doc?" he murmured quietly. The Doctor nodded, then seeing the incredulous looks on the people faces, stood up.

"Sorry, surprise water inspection." They looked at him critically. "We've lost a fish."

"Hello. Captain Jack Harkness," Jack said in his usual tone. "And who might you be?"

"Stop it, Jack. There's still something else." All three of them went to sit down on a bench, and the Doctor started to explain. "A police state."

"What?"

"That's what's wrong! This is a police state, a society on the brink of of collapse. Don't tell me you can't see it."

"What do you mean?"

"Do you see that little girl crying?" The Doctor pointed to the girl on the bench. "She's crying silently. Children cry because they're frightened, or hurt, or they want attention, but when they cry silently it's because they can't stop. Every parent knows that."

"Were you a parent, Doctor?"

"A very long time ago. Now, child crying silently, all these people passing by and nobody's stopped to ask what's wrong, so they already know. Something they're afraid of, they don't talk about. But whatever they're afraid off, it's nowhere to be seen. Which means it's everywhere; therefore, this is a police state."

"What can we do about it?" Rose said, watching the girl walk away.

"Mandy Tanner. Deck Seven, Apple-Sesame block, building 54a." Rose looked at him.

"How'd you know that?"

He handed over a brightly colored wallet. "It fell out when I bumped into her. Took me four tries"

Jack smirked. "I could have got it in one."

"No need to brag," the Doctor said sulkily. "Me and the Captain are going to check out the engines, we'll meet up with you later."

"Is this about the thing with the glass of water?"

"Yep. Now, ask her about those smiling fellows in the booths."

'Why?"

"They're clean. Every other thing in this place is dirty and worn, but no one's even come within a couple feet of those booths." Rose looked over, and it did seem like the booths were the only clean things around.

"I'll just meet up with you later then?" She backed away, as Jack and the Doctor started heading for a maintenance door.

"Yeah, see you here, in a half hour. Now shoo, you're loosing her."

Rose followed the girl through the tunnels of the ship into a dimly lit area, where Mandy was nowhere to be seen. She looked around, then continued onward. Suddenly, a voice came from behind a trash bin. "You've been following me."

Rose held out the wallet awkwardly. "You dropped this back in the marketplace ."

"Only 'cause you're friend kept bumping into me."

"Sorry about him." Rose walked towards the girl. "He…does things sometimes." Mandy walked forward until they reached a large striped tent in the middle of the road. "What's this then?"

"There's a hole in the road, we have to go back."

"Looks a bit big for a hole in the road." Rose muttered to herself. "I should probably go investigate." She ducked under the 'Keep Out' sign, ignoring Mandy's protests, and slid under the tent. She expected to find something mildly alarming, maybe a steaming hole or a cave in, but what she found was so much worse. It looked alive, dark red and slimy. "What are you then," Rose said, approaching slowly. Suddenly the creature started to thrash towards her. Rose screamed, and slipped quickly out, back onto the street, where there were several men in dark robes waiting for her.

~DW~

The Doctor and Jack had broken into a maintenance door, walked down the ladder and were now in what looked like the corridor leading up to the engine room. The Doctor put his ear to the wall, while Jack started opening up the power boxes on the walls. "These power cords are dummies, Doc. They're not even connected." The Doctor, meanwhile had moved on from the wall, and was staring at a glass of water that someone had left on the floor.

A figure, cloaked and masked, swept down the hallway and stopped in front of the Doctor's face. "The Impossible Truth in a glass of water. You see it, both of you. Not many do, Doctor." The Doctor stood up and stepped closer, Jack on his heels.

"Hello, Captain Jack Harkness."

The Doctor cut in front of Jack. "Stop it, Captain," he said forcefully, ignoring Jack's noise of protest. "Who are you, and how do you know who I am?"

"Keep your voice down. They're always watching. Tell me what you see in the water."

"Who says we see anything?"

"Don't waste time. You placed a glass of water on the floor, both looked at it, said something about the engines and headed right down here."

"A ship this big, with 29th century technology, the engines should be roaring and the water should tremble." He looked at the glass again. "Instead, nothing. It's flat. We thought we'd come down, have a bit of a look."

"Also, the power cords are props," Jack added, opening one of the boxes and showing her the disconnected cords and tapping on the wall, "and the walls are hollow. Nothing behind there. If I didn't know better, I'd say that this ship didn't have any engines. But it does run…"

"The Impossible Truth," the figure murmured again. "We're flying among the stars in a spaceship that never should have gotten off the ground. I don't know how they're doing it, but it's definitely dark. I'm Liz 10." She then handed the Doctor what looked like a small handheld computer. "This will help you find your friend. The blonde one, right?"

They nodded, and she turned to leave. "Wait," the Doctor called after her, "How will we find you again?"

"I'll find you." With that, she strode off down the corridor.

Rose woke up in a closed chamber with several television screens and a chair on one wall, with a mechanical voice playing around her. "This is Voting Cubical 32-c. Please leave this installation as you would with to find it."

As she walked over to investigate, the screens turned on all at once, and appeared to scan her. Her name appeared on the screen, followed by her age, which was listed as 1,309, and her marital status as unknown. "What are you?" she said to herself as she sat down in the chair.

A film of a severe- looking man in a suit started to play. "You are here, because you want to know the truth about this spaceship…."

Rose dissorientedley looked at her hand, which she knew had just pressed the 'Forget' button. Why would she have done that? She felt under her eyes, which felt wet, as if she had been crying. She looked back up towards the screen, and saw that there was a message waiting. She told the computer to play it, and was surprised when it turned out to be herself, tears running down her face.

"This is for real. You've got to stop the Doctor from investigating more. This is worse than any of the things you've seen, and if the Doctor finds out what's going on he's going to do something impulsive and stupid and lots of people are going to be hurt. Please, just get him and Jack back to the TARDIS and get out of there." Rose was about to replay the message when Jack and the Doctor rushed into the room.

"Rose, what have you done?"

"I have no idea."

The Doctor scanned the room, and determined that the device on the ceiling had, in fact, wiped about 20 minutes of her memory. "What would be so bad that I would choose to forget it?"

Mandy, who had been waiting outside said, "Because everyone choses to forget."

The Doctor when up to her, and knelt down to her level. "Did you?"

"No, You have to be sixteen to vote, then you can do it every five years. "

"And once every five years, everybody chooses to forget what they've learned. Democracy in action," Jack said sarcastically, leaning up against the wall.

"How do you not know about this? Are you all American?"

"No, well, he's American. I'm way worse that American," the Doctor said, going up to the computers. "The video won't even play for me. Won't recognize me as human."

"You're not human? You look like us." Mandy said from the doorway.

"Nope! You lot look Time Lord. We were first." She looked at him suspiciously.

"Now, Jack, Rose you ready?" They all stepped into the booth, and the Doctor pushed the 'Protest' button. "Let's bring down the government!"

They shot down a slimy tube, and landed on something wet and squishy. "Eaarg." Rose said, picking herself up and feeling the ground beneath her. "Where are we?"

"About 600 miles down, the heart of the ship.I believe that we're in a mouth." The Doctor said,"Oh, this is fascinating. This creature must be huge!"

"So this is what the film was about? Some sort of infestation?"

"I don't know. Maybe." They watched as the tongue began to undulate. "I'd like to find out from the outside of this thing, though."

Jack scrambled up the tongue and looked at the teeth. "We're not going to get out that way for sure," he said, "Those teeth are massive."

The ground under their feet started to move faster and the back of the throat was looking remarkably close. The Doctor got out his screwdriver again. "You're not going to like what's going to happen," he warned the others, and pressed the button.

They ended up in what appeared to be an overspill pipe, with two of the creepy smiler booths and a door with a 'forget' button on it. "Well that was an interesting experience," the Doctor said as he brushed off his clothes, "and yes, you are covered in sick."

Rose lifted up a piece of her hair and looked at it with disgust, while Jack unsuccessfully attempted to clean his overcoat.

The Doctor began to sonic the door. "One door, one switch, one condition. We forget everything."

"And if we choose not to?" The Doctor gestured to the smiler booths. "The door's the carrot, they're the stick." Abruptly, the faces turned from grin to frown. "Beast below this ship, a big enough secret that everyone who protests gets fed to it? Is that how it works?" The heads turned from frown to grimace. "We're not leaving, and we're certainly not forgetting, so what are you fellows going to do about it? Stare at us?"

The booths proceeded to open, and the Smilers got out and began to walk toward toward them. "Doctor…" Rose said, backing away. Just then, the woman in the cape came up from behind them and shot the Smilers head on. She then shook Rose's hand. "You must be Rose. I'm Liz 10." Rose just looked shocked.

The Doctor moved closer. "Thanks for that, by the way."

"It was the least that I could do."