"Oops," she said matter of factly, before bursting out laughing. The Doctor snorted, pulling her to her feet. He decided against telling her that he was actually quite hoping they weren't near their destination, as a few more days with just the two of them was absolutely fine with him. He was tempted to question how, since meeting Rose, his mind had become so much more used to the domesticated, but he chose to ignore these thoughts for the time being.

Rose had just settled herself back on the rock when a terrified scream cut through the silence. They both whirled round and stared in the direction of the noise. Rose could tell the person who screamed (if it was a person) was miles away, and yet the noise had been loud enough to carry all this distance. That wasn't a good sign. She was about to ask the Doctor what he thought it was when he leapt to his feet, shrugging his coat on as quickly as he could. Rose followed suit, eager to find whoever this was, and try to help them.

"Rose?" The Doctor looked at her sharply. "Stay here, I won't be long."

She stared at him, affronted. "You're having a laugh, aren't you? I'm not just gonna sit here while you go off running into danger."

The Doctor seemed as insistent as she was. "Rose, whatever's happening on this planet is obviously affecting you, but I seem to be alright, so if I just go and come back as soon as I can –"

"No." She said it calmly, and yet the Doctor sighed, knowing she was being stubborn. "I'm a big girl, I can handle it."

The Doctor waved his hands around pointlessly for a few moments, trying to formulate a reply, but then he seemed to give up and grabbed her hand. "OK, well, run!"

Five minutes later, and Rose was well and truly puffed. She had always known that the Doctor could run faster, and for longer, than she could (no doubt due to his exceptionally long legs), but today she was really lagging behind. The Doctor seemed frustrated by this at first, but once he looked back at her, he started.

"Are you feeling OK? You've gone really white."

"Not really," Rose managed to gasp out between ragged breaths, but she kept running nonetheless. The Doctor carried on too, but he slowed down considerably and made frequent glances backwards.

Rose was drawing each breath with more and more difficulty. The more she ran in the direction of the scream, the more her head pounded and throbbed. It was getting ridiculous, and yet all she could think about was trying to stay conscious. The Doctor grabbed her hand again to help her along, but it was no good, she was slowing down rapidly and every fibre of her body seemed to be aching. Eventually she had to stop, her hands on her knees, but the Doctor didn't notice, and he began to further the distance between them. In desperation, Rose summoned all her strength and managed to cry "Doctor!" in a weak croak. But he heard, turned, and all Rose saw was his anxious face before all was lost.

* * * * * * *

All the Doctor saw when he spun on his heels was Rose collapsing in a heap to the floor. His heart seemed to leap into his throat, obstructing his breathing. I let her come with me, and now if something has happened to her… He stood fixed to the spot for a few seconds, his eyes darting back and forth between Rose and the direction the scream had come from, torn between the two options. After a few moments he seemed to un-freeze and jogged back to Rose, kneeling by her.

"Rose. Rose?" The Doctor said, trying to inject some cheerfulness into his voice. "Time to be waking up now. We've got a lot of running to do. You know how it is."

She was still out cold, a look of discomfort and slight pain displayed on her features. Her arms and legs were splayed out at an unusual angle, one leg caught underneath her from when she had fallen, and so the Doctor, as gently as he could manage in his hyped up state, re-arranged her limbs so she was lying comfortably on her side. He smoothed away the hair on her face, noticing, even now, how soft it felt between his fingers. He sighed. Now wasn't the time to be thinking about… that. Just concentrate on getting her to safety. But…

The Doctor was just kneeling down to her, about to take her pulse, when another loud scream rung out in the distance. The Doctor jumped up, hating what he was about to do but needing to investigate. He squeezed Rose's hand and muttered, "I'll be back. Oh, damnit, no… I'll, erm, see you later? Don't do anything I wouldn't do? Whatever –" He shot off in the direction he was originally running in.

* * * * * * *

She sat up suddenly, and looked around. Why was she lying here? She didn't remember taking a nap. But it didn't matter, anyhow. All she wanted was to keep walking, until she reached her destination. Because wonderful things awaited her, she was sure of that. Why she was so confident, she didn't know. A frown flittered across her features, but it was gone in a second. There was no reason to doubt. She was heading to safety.

She got to her feet slowly, suddenly acutely aware of how light she was on her feet. Her head felt clear, too. A lazy beam lit up her face. Before long she noticed something to her left that she hadn't initially seen. Ah. That was what she was looking for. Hadn't she just come from there? Again her forehead creased in a frown, but then a feeling of well being spread through her body. She practically skipped in the direction of the bright, sun coloured building just a short distance away.

Little of the journey remained in her memory, tuning back in only when she felt calm and safe, inside the clean, spacious building, with its pale yellow walls. There was a wide desk in front of her, and her mind seemed to tell her that it was right to walk up to it. So she did. Her mind did not register that the woman sitting there looked very different to her. The woman did not smile, merely gave her a cold, appraising look.

"Are you here for induction?" Were the first words to leave her sunken, purple lips.

"Yes." Yes, she was. Again, she wasn't sure how she knew this, but why did it matter?

"Fine… you look a little weak, but you'll do. Name?"

"Rose Tyler."

* * * * * * *

The Doctor was knackered, though he would never admit it to himself or to anyone else. He had been running in what he supposed was the right direction, for almost fifteen minutes. Nothing. It was still completely deserted, without a building, or living creature, in sight. Nothing at all.

But someone had screamed. They had both heard it, as clear as day. The Doctor came to a halt suddenly, sensing this venture served little purpose. He was getting too far away – the scream had been close by. He was sure of that. The Doctor reckoned that his best option was to backtrack, look after Rose, and then try and come up with something together. Two heads are usually better than one.

It took him much longer on the way back, to reach the area he recognised as the place Rose had collapsed. But as soon as he became within a short distance of it, he realised something was very wrong. He had expected to see a small figure with long blonde hair, lying on the grass, but the surrounding area was completely empty. He quickened his pace, not wanting to believe it to be true. She's just woken up and wandered off, that's all.

"ROSE?" He yelled into the silence, praying that she would suddenly pop up from behind a tree and beam that lovely beam at him. Because there was no way his mind could accept this blow, that in fact she had vanished, and someone had screamed, and she could be next… what if she was next?

"ROSE? What are you playing at?" His voice cracked suddenly and he stopped, breathing in slowly through his nose. Panic never solved anything. He could control his adrenalin, and begin to develop a plan of action. It was what he did best. Except, he was stranded on some random planet god knows where, without his TARDIS… or his Rose. Hold on… his Rose? Slightly too possessive there. Better not tell Rose that particular musing, or you might be heading for a slap. But either way, it was very much a pickle. The Doctor paced for a good ten minutes, trying to clear his head, but he was surprised to find himself feeling slightly more vulnerable than usual, without a certain London girl by his side. I'm pretty sure this place is affecting my head in some way, too. Mind control. He was very much not a fan of such practice. With a groan of frustration, the Doctor plonked himself on a nearby log. He had rarely felt so helpless.

"H-hello."

The Doctor very nearly yelled in shock as he spun round quickly, looking for the source of the noise. He didn't have to look far. A young man, perhaps even a boy, stood a few feet from him. He looked terrible. His dirty blonde hair was lank and matted, his face was almost skeleton like, and he was bent over slightly, as if in pain. The Doctor leapt to his feet at once, startled and wanting to help. But he kept his distance, and tried to get some information first.

"Hello! Who're you? I have to say, I'm glad to see some sort of life actually exists on this planet…"

"I'm not from this planet," the boy said. He suddenly went into a coughing fit that wracked his entire body. The Doctor's eyes widened.

"Hey hey, come and sit down here, you look terrible."

"Everyone does in there," the boy rasped as he staggered to the log. "I'm just glad I escaped when I did. Some people never come out."

The Doctor blinked. "Escape from… where, exactly? No, hang on." He pulled a drink of water from the depths of his pockets, and handed it to the boy. "Here, drink this, and then," he placed his hand on the boy's shoulder and looked into his sunken face, "I need you to tell me everything that is going on, on this planet."

"Everything?" The boy looked startled, and began to sip the drink slowly.

"Of course!" The Doctor already felt more positive – this person was apparently about to give him many answers to the thousands of questions flying through his head. Usually it required a lot more investigation. "Oh, first thing's first – your name is…?"

"Pan."

"Pan." The Doctor ran that through his head. He liked it. It beat being called John or Steve. "OK Pan, I need to know every little detail – only then can I try to stop this. Even though…" he scratched his head, "…I have no idea what I'm trying to stop."

"Oh trust me, you'll want to once I've told you," Pan commented, unmistakeable bitterness creeping through in his voice. There was a pause. The Doctor turned to face him; Pan placed the drink down on the log, and began to talk. Ten minutes passed, and the Doctor listened intently, developing a clear picture of exactly what was going on. He wondered if the look of disgust would ever leave his face.

"So." He cleared his throat delicately when Pan stopped talking. "To sum up – people are being brainwashed, basically institutionalised within this massive building, they have tests carried out on them, their minds are manipulated… no, I can't have this." He began pacing up and down feverishly. "This is obscene. We need to stop it. Rose must be in there." He stopped pacing and looked absent-mindedly off into the distance.

"Rose?" Pan questioned worriedly.

"My friend."

"Your…?"

"Friend. Yes." The Doctor's voice carried a warning. "She's here under my watch, my supervision, and I am not going to let anything happen to her," he said, pointing his finger at mid-air, his voice rising slightly.

"Your supervision?" Pan gave a weak laugh. "Bit possessive, aren't you?"

"No!" The Doctor sighed and ran his fingers over his face. "Well, maybe a little."

Pan had a question now. "So if she's been brought in, how come you haven't been affected?"

"I…" the Doctor looked at him quickly. He looked trustworthy. And how else was he going to explain this? "I'm a Time Lord. It takes a lot to get inside my head, trust me. Although… it must be strong, because it's certainly affecting me somehow."

"In what way?" Pan looked concerned.

"Just… ways."

"It could be important."

"Nah, it's not, no worries…" The Doctor took a deep breath and moved the conversation along. "There's one thing I don't get, though. If this planet is run by the people inside this massive building – then where is it?"

Pan hesitated. "You can't see it? It's just in the distance, ahead of us." He pointed.

"I can't see anything except trees."

"Then I'm afraid I - I don't know. Maybe you have to know about its existence to see it? Should I take you to it?"

"Is that wise, seeing as you just escaped from there?" The Doctor asked, staring at him.

"Well, we'll just have to be careful then, won't we?" Without another word, Pan got to his feet with difficulty, and began walking in the direction the Doctor had been running. The Doctor watched him for a few seconds in admiration, before jogging to catch him up. He certainly picked his companions well. He had only been speaking to this boy for less than half an hour, and yet he got the immediate sense that this was one of those very rare people that will not let anything stop them, and face each obstacle as it comes. He had managed to escape, after all, where other people had not. He may have looked close to a skeleton, but he was clearly made of stronger stuff.

They walked in silence for several minutes, both lost in their own thoughts, before the Doctor remembered that there were still some things he needed to know.

"Pan?" He said quietly. Pan looked at him. "Can I ask, you're human, aren't you?" He nodded, suddenly avoiding his gaze. "From what time?"

"What time?" Pan asked, startled. "Why, what time are you from?"

"Oh, so many," he replied matter-of-factly.

"Um… well, I'm from 4021AD."

"Not too far ahead of Rose…" The Doctor pondered. "Maybe you two will get along when you meet. Oh, and speaking of Rose," the Doctor's voice had suddenly become masked, "how do I get her out of that hell hole?"

"The same way I got out. Except… it was easier for me, because I have no one to be attached to, so when they removed my thoughts it wasn't as bad, but it seems like this Rose has an attachment… you. Does she have family, too?" he wondered.

The Doctor looked bemused. "Erm, yeah she does – look, if I'm honest, you're making very little sense at the moment. What do attachments have to do with anything?"

"Everything. The people in that place are still aware of everything around them, to a certain extent – but the memory of their loved ones is wiped, so they don't feel the need to break out and find them again."

"Wiped… so Rose doesn't have a clue who I am?" the Doctor asked angrily.

Pan looked at him sadly. "If they've already caught her, then no, she doesn't. I'm sorry," and he reached out to touch the Doctor's arm, but the Doctor shrugged it off. He was staring right ahead of him, his jaw set and his eyes fairly wide.