"To you lot, this might just be a locksmiths, but H C Clements was brought up twenty-three years ago by the Torchwood Institute," The Doctor said, having borrowed someone's phone to get more information on HC Clements at the reception. The group had just arrived at the central office, and Lance had let them into the building, after some finagling from Donna.

"Who are they?" Donna asked, having not heard the name before.

"They were behind the battle of Canary Wharf," The Doctor explained when there was no recognition from Donna he tried again, "Cyberman invasion. Skies over London full of Daleks?"

"Oh, I was in Spain," Donna told the time lord.

"I'm sure they had Cybermen in Spain," Cerese said from where she was examining the layout of the building, having taken the sonic from The Doctor.

"Scuba diving," Donna added with a shrug that got her a raised eyebrow from both Cerese and The Doctor.

"That big picture, Donna," The Doctor said, looking over Cerese's shoulder, impressed with her work, "You keep on missing it. Torchwood was destroyed, but HC Clements stayed in business. I think someone else came in and took over the operation."

"But what do they want with me?" Donna asked, having followed the time lord over.

"Somehow you've been dosed with Huon energy. And that's a problem because Huon energy hasn't existed since the Dark Times. The only place you'd find a Huon particle now is a remnant in the heart of the Tardis. See? That's what happened. Say, that's the Tardis." The Doctor picked up a mug from the desk, before picking up a pencil, "And that's you. The particles inside you activated. The two sets of particles magnetized and whap." He shook the mug and dropped the pencil in, "You were pulled inside the Tardis."

"I'm a pencil inside a mug?" Donna asked, bemused.

"Yes, you are. 4H. Sums you up," The Doctor finished.

"Lance? What was HC Clements working on?" Cerese asked, turning from the computer to Donna's fiance, "Anything top secret? Special operations? Do not enter?"

"I don't know, I'm in charge of personnel," Lance explained, "I wasn't project manager. Why am I even explaining myself? What the hell are we talking about?"

"They make keys, that's the point," The Doctor said, leading them to the lift, having seen what he needed, "And look at this. We're on the third floor." He walked into the lift, smiling when Cerese stepped in behind him, "Underneath reception, there's a basement, yes? Then how come when you look on the lift, there's a button marked lower basement? There's a whole floor which doesn't exist on the official plans. So what's down there, then?"

"Are you telling me this building's got a secret floor?" Lance demanded.

"No, I'm showing you this building's got a secret floor."

"It needs a key," Donna pointed out.

"I don't," The Doctor said as he soniced the lower basement button. "Right then. Thanks, you two. We can handle this. See you later."

"No chance, Martian," Donna replied, stepping onto the lift, "You're the people that keep saving my life. I ain't letting you out of my sight.

"Going down," The Doctor said with a grin.

"Lance?" Donna questioned when Lance didn't follow her in.

"Maybe I should go to the police," Lance said half-heartedly.

"Inside."

"To honor and obey?" The Doctor joked when Lance sheepishly stepped into the lift at Donna's demand.

"Tell me about it, mate."

"Oi." Donna snapped.

"Rude," Cerese said, lightly hitting The Doctor on the arm. He just grinned at the time lady sheepishly, causing her to shake her head.

"Men," Donna joked with a roll of her eyes.

"Tell me about it," Cerese grinned.


"Where are we?" Donna asked when they stepped out of the lift into the eerily lit Lower Basement, she turned to The Doctor, "Well, what goes on down here?"

"Let's find out," The Doctor said

"Do you think Mister Clements knows about this place?" Donna asked.

"The mysterious HC Clements? I think he's part of it," The Doctor said, looking to Cerese to see that she was fiddled with three Segways. He grinned, "Oh, look. Transport."

"You're on the back, mate," Cerese grinned at The Doctor after she'd gotten the first two working and had given them to Lance and Donna, "you probably failed your driver's test."

"Hey," The Doctor protested, but he couldn't say anything else because she was right.

The four of them made their way down the hall, laughing. They would have gone much faster if they had just walked but who could pass up a ride on a Segway? Cerese grinned as she steered the segway from side to side causing The Doctor, who had only had one hand on her shoulder, to nearly fall off.

"Hey," He protested as he latched onto the time lady in front of him, "rude."

"True," Cerese agreed before pulling the segway to a stop. The Time Lady had spotted a door that looked promising and decided to investigate it.

"Good eye," The Doctor complimented as he stepped off the Segway and walked up to the door that read 'authorized personnel only' with a grin. "Wait here. Just need to get my bearings. Don't do anything."

"You'd better come back," Donna threatened as The Doctor started to climb up the ladder.

"I couldn't get rid of you if I tried," The Doctor joked as he continued up the ladder.

"Donna, have you thought about this?" Lance asked his almost-bride when The Doctor was out of sight, "Properly? I mean, this is serious! What the hell are we going to do?"

"Oh, I thought July," Donna answered absently as she waited for The Doctor to return.

"July weddings are rubbish," Cerese said from where she was standing off to the side. "I almost got married in July once, and it was the worst thing."

"Why didn't you get married?" Donna asked curiously, Cerese barely looked old enough to get married.

"Maybe it's not July that was rubbish, now that I think about it, maybe it was the man?" Cerese continued, not noticing that The Doctor was right behind her, "you know what, there's nothing wrong with July weddings. It's marrying a psychopath that's rubbish."

"Thames flood barrier right on top of us," The Doctor said after shaking his head, he wasn't sure what to make of Cerese. She was brilliant, more than brilliant, and he was so extremely elated that he wasn't the last time lord, but she was also all over the place, and it was hard to pin down what her personality was, exactly. "Torchwood snuck in and built this place underneath."

"What, there's like a secret base hidden underneath a major London landmark?" Donna asked, having been distracted by The Doctor.

"Oh, I know. Unheard of," The Doctor retorted sarcastically.

"Rude," Cerese said, smacking The Doctor on the arm.

"Oi," The Doctor huffed, offended. But it wasn't like he could say anything to it, he was quite rude in this regeneration at times.

Cerese chuckled before getting back on the Segway, motioning for the other three to do the same.

"Place like this, betcha they've got an underground lab," Cerese said with a grin as they continued down the corridor. She grinned when she spotted a swinging set of doors, "oh, look at that! I was right."

"Could this get any more 'James Bond'?" Donna remarked quietly to Lance who just gave the redhead a grimace, not wanting to comment on it.

"Oo, look at this. Stunning!" The Doctor said when they were in the lab.

They were surrounded by several different tubes full of a bubbling liquid. Cerese followed The Doctor carefully, examining the equipment and gathering a feel for what it would take to use the equipment.

"What does it do?" Donna asked.

"Particle extrusion," The Doctor explained, "Hold on. Brilliant. They've been manufacturing Huon particles. Course, my -our- people, got rid of Huons. They unravel the atomic structure."

"Your people? Who are they?" Lance demanded, "What company do you represent?"

"Oh, I'm a freelancer," The Doctor explained, "But this lot are rebuilding them. They've been using the river. Extruding them through a flat hydrogen base, so they've got the end result, Huon particles in liquid form."

"And that's what's inside me?" Donna asked while The Doctor turned a knob on one of the containers, making it, and Donna, glow, "Oh, my God!"

"Genius. Because the particles are inert, they need something living to catalyze inside, and that's you. Saturate the body and then. Ha!" The Doctor said, jumping as he came to a conclusion and nearly running into Cerese, "The wedding! Yes, you're getting married, that's it! Best day of your life, walking down the aisle. Oh, your body's a battleground! There's a chemical war inside! Adrenaline, acetylcholine. Wham! Go the endorphins. Oh, you're cooking! Yeah, you're like a walking oven. A pressure cooker, a microwave, all churning away. The particles reach boiling point. Shazam!"

Cerese was getting fed up with The Doctors rambling and was about to smack him when Donna beat her to it. The time lady grinned as The Doctor looked at the redheaded human in confusion.

"What did I do this time?" The Doctor demanded.

"Are you enjoying this?" Donna demanded before continuing when The Doctor gave her an apologetic look, "Right, just tell me. These particles, are they dangerous? Am I safe?"

"No," Cerese answered at the same time The Doctor said "yes."

"We'll sort it out, Donna," Cerese continued, noticing the scared look on Donna's face and grabbing the woman's hand to offer her some comfort.

"Whatever's been done to you, I'll reverse it," The Doctor agreed, "I am not about to lose someone else."

"Oh, she is long since lost," A voice sounded from somewhere above them. The group stepped back when the wall in front of them opened to reveal a hole descending into the earth, "I have waited so long, hibernating at the edge of the universe until the secret heart was uncovered and called out to waken!"

Cerese froze when armed robots entered the room, trying not to let the panic set in. She had been trained to fight, sure, but she had never liked it. She vaguely noticed that Lance had run off before turning her attention back to The Doctor who was speaking to the voice.

"Someone's been digging. Oh, very Torchwood. Drilled by laser," The Doctor said, "How far down does it go?"

"Down and down, all the way to the center of the Earth!" The voice said gleefully.

"Really? Seriously? What for?" The Doctor questioned trying to puzzle out what could possibly in the hole.

"Dinosaurs," Donna replied.

"What?"

"Dinosaurs?" Donna repeated hesitantly.

"What are you on about, dinosaurs?" The Doctor demanded, very confused by the leap that Donna had made.

"That film, Under the Earth, with dinosaurs," Donna explained with a huff, "Trying to help."

"That's not exactly helping, Donna," Cerese said gently, putting a hand on Donna's shoulder though.

"Such a sweet couple," the voice said. The trio ignored it as The Doctor continued.

"Only a madman talks to thin air and trust me, you don't want to make me mad," The Doctor warned, "Where are you?"

"High in the sky," the voice told them, "Floating so high on Christmas night."

"I didn't come all this way to talk on the intercom," The Doctor informed, "Come on, let's have a look at you!"

"Who are you with such command?"

"I'm the Doctor."

"Prepare your best medicines, doctor man, for you will be sick at heart."

Chris flinched back violently when the Racnoss appeared. She would have tripped over Donna if the woman hadn't caught her. Her heart was racing, and she was actively resisting the urge to vomit.

"Cerese?" Donna whispered, worried for the time lady who was gripping Donna's arms tightly.

"Racnoss? But that's impossible," The Doctor said, "You're one of the Racnoss?"

"Empress of the Racnoss," the Racnoss corrected proudly.

"If you're the Empress, where's the rest of the Racnoss?" The Doctor questioned, "Or, are you the only one?"

"Such a sharp mind," the empress chuckled.

"That's it, the last of your kind," The Doctor said, almost sympathetically, "The Racnoss come from the Dark Times, billions of years ago. Billions. They were carnivores, omnivores. They devoured whole planets."

"Racnoss are born starving," The Empress explained, "Is that our fault?"

"They eat people?" Donna asked horrified. She was patting Cerese on the back, hoping to help the woman calm down.

"HC Clements, did he wear those, those -er, black and white shoes?" The Doctor asked not looking over at Donna but at a web on the ceiling where a pair of spats were hanging.

"He did. We used to laugh. We used to call him the fat cat in spats." Donna chuckled a little at the memory of the man in his spats before noticing where The Doctor was looking, "Oh, my God!"

"Mmm," The Empress chuckled, "My Christmas dinner."

"You shouldn't even exist," The Doctor called out, "Way back in history, the fledgling Empires went to war against the Racnoss they were wiped out."

"Except for me," The Empress said haughtily.

"But that's what I've got inside me, that Huon energy thing," Donna said, noticing Lance above the Empress, an ax in his hands. She yelled when the Empress started to turn away from her but didn't let go of the trembling time lady, "Oi! Look at me, lady, I'm talking. Where do I fit in? How comes I get all stacked up with these Huon particles? Look at me, you! Look me in the eye and tell me."

"The bride is so feisty," The Empress chuckled, "the other female is not."

"Yes, I am! And I don't know what you are, you big thing, but a spider's just a spider, and an ax is an ax!" Donna said before yelling to Lance, "Now, do it!"

"That was a good one," Lance said after partially swinging the ax. He dropped it and laughed, "Your face."

"Lance is funny," the empress chuckled

"What?" Donna asked, letting go of Cerese in her shock and hurt.

"I'm sorry," The Doctor apologized to Donna.

"Sorry for what?" Donna asked before turning to LAnce, "Lance, don't be so stupid! Get her!"

"God, she's thick," Lance whined, "Months I've had to put up with her. Months. A woman who can't even point to Germany on a map."

"Oh shut up," Cerese said, the first words she'd spoken since her strong reaction to the appearance of the Racnoss. Her hands were still shaking, but she'd been paying attention during her panic attack, and she was pissed at Lance for manipulating Donna like that. She grabbed Donna's hands, looking her in the eyes.

"He's been using coffee to dose you with Huon particles," Cerese said with thinly veiled contempt.

"But, we were getting married," Donna protested before looking at Lance.

"Well, I couldn't risk you running off," Lance shrugged, "I had to say yes. And then I was stuck with a woman who thinks the height of excitement is a new flavor Pringle. Oh, I had to sit there and listen to all that yap yap yap. Oh, Brad and Angelina. Is Posh pregnant? X-Factor, Atkins Diet, Feng Shui, split ends, text me, text me, text me. Dear God, the never-ending fountain of fat, stupid trivia. I deserve a medal."

"Oh, is that what she's offered you?" The Doctor asked angrily, "The Empress of the Racnoss? What are you, her consort?"

"It's better than a night with her," Lance sneered.

"But I love you," Donna protested meekly.

"That's what made it easy. It's like you said, Doctor," Lance said, "The big picture. What's the point of it all if the human race is nothing? That's what the Empress can give me. The chance to go out there. To see it. The size of it all. I think you understand that, don't you, Doctor?"

"Who is this little physician?" The Empress wanted to know.

"She said Martian," Lance said.

"Oh, I'm sort of homeless. But the point is, what's down here?" The Doctor questioned, "The Racnoss are extinct. What's going to help you four thousand miles down? That's just the molten core of the Earth, isn't it?"

Lance smirked to the Racnoss, "I think he wants us to talk."

"I think so, too," The Empress agreed.

"Well, tough!" Lance laughed, "All we need is Donna."

"Kill this chattering little doctor man and the trembling girl." The Empress ordered.

"Don't you hurt them!" Donna commanded, stepping in front of The Doctor and Cerese.

"No, no, Donna," The Doctor assured, having figured out a way out of the situation already, "It's all right."

"No, I won't let them," Donna protested looking back at The Doctor and Cerese, who was standing meekly behind The Doctor and looking at everything but the Racnoss.

"At arms!" The Empress ordered, and the robots pointed their guns at the Gallifreyans.

"Ah, now. Except," The Doctor started

"Take aim!" The Empress interrupted.

"Well, I just want to point out the obvious."

"They won't hit the bride," The Empress assured, misunderstanding The Doctor, "They're such terrific shots."

"Just, just, just, just, just hold on. Hold on just a tick," The Doctor said as he fiddling with a knob on the containers, "Just a tiny little, just a little tick. If you think about it, the particles activated in Donna and drew her inside my spaceship. So reverse it, and the spaceship comes to her."

He grinned as the Tardis began to materialize around them. He saw how Cerese seemed to deflate as she fell into the captain's seat and buried her face in her hands. And he saw how Donna was staring at where Lance had been with a blank look, but he couldn't help either of them until he got the Tardis into flight.

"Off we go," The Doctor said as he pulled the lever, "Oh, do you know what I said before about time machines? Well, I lied. And now we're going to use it. We need to find out what the Empress of the Racnoss is digging up. If something's buried at the planet's core, it must've been there since the beginning. That's just brilliant. Molto Bene. I've always wanted to see this. Donna, we're going further back than I've ever been before."

Cerese watched as the two walked to the door after they'd materialized but she couldn't bring herself to move. Her body was still shaking, and she knew that if she moved now then she'd end up throwing up, and she didn't want that to happen.

So instead she listened to them as they figured out what was in the center of the earth and took deep breaths, trying to gain control of her body.

She had discovered around one hundred years into her current body that she had severe arachnophobia. She had been reading through a book on earth insects when she'd come upon the image of the spider. She didn't know what it was about them or why it happened but Cerese had gone straight into a panic attack when she'd seen it, and now she could even think about them without feeling nauseous.

"Cerese, are you okay?" a voice asked from next to her, startling the time lady. She looked up to see The Doctor and Donna watching her with concern.

"Huh? Oh, yeah, sorry," Cerese mumbled before shaking her head and giving the two a smile, uttering meekly, "I might have a pretty severe case of arachnophobia."

"Ah," The Doctor said, finally understanding Cerese's odd behavior in front of the Racnoss, "well, you can stay here if you want. We're two-hundred feet to the left of where we previously were, and I'm sure I can handle it."

"No," Cerese said, standing up and shoving her still shaking hands into the pockets of her trousers, "no need, Donna's well being is more important than my fears."

"Alright then," The Doctor said with a grin before leading the two women out of the Tardis.

"But what do we do?" Donna asked

"I don't know. I make it up as I go along," The Doctor grinned as he exited the Tardis, "But trust me, I've got a history."

"Probably a bad one," Cerese muttered as she watched The Doctor use a stethoscope on the door. "I mean, you couldn't even make it to St. Mary's earlier."

"Rude," The Doctor muttered, not able to argue with her.

"I know," Cerese grinned, "It's a gift."

"But I still don't understand," Donna interrupted, "I'm full of particles, but what for?"

"There's a Racnoss web at the center of the Earth, but our people unraveled their power source," The Doctor explained as he continued to examine the door, "The Huon particles ceased to exist, but the Racnoss were stuck."

Cerese rolled her eyes and the time lord but frowned when she turned to find that Donna was gone. She was about to say something to The Doctor when a robot grabbed her as well, pulling her away from the still talking Time Lord.

"They've just taken hibernation for billions of years. Frozen, dead, kaput. So you're the new key. Brand new particles, living particles! They need you to open it, and you have never been so quiet." He turned to see that Cerese and Donna were gone. "Oh!"


"I'm gonna kill him," Cerese told Donna, her eyes clenched shut so that she wouldn't have to look at the Racnoss, "The next time I see The Doctor I am going to kill him."

"Oh shut up you stupid bi-" Lance started before he was interrupted by Donna.

"I hate you," she snapped.

"Yeah, I think we've gone a bit beyond that now, sweetheart," Lance noted sarcastically. Cerese quickly glared at the man.

Cerese winced when the Empress of the Racnoss started to speak, solidifying the image of the giant spider in her mind. It took all her willpower to suppress a shudder.

"My golden couple, together at last," The Empress sneered, "Your awful wedded life. Tell me, do you want to be released?"

"Yes!"

"You're supposed to say, I do," The Empress snapped.

"Huh," Lance said, glaring at Donna, who was glaring back at him, "No chance."

"Say it!" The Empress demanded.

"I do," Lance said dejectedly.

"I do," Donna bit out.

"I don't," The Empress laughed. "Activate the particles. Purge every last one."

Donna and Lance start to glow a yellow color. Cerese feels a tug of her regeneration energy as well, but she quickly clamps down on it. Not allowing the queen to take anything from her.

"And release!" The Empress ordered. The particles left the two humans bodies and raced into the sky, "The secret heart unlocks, and they will waken from their Sleep of Ages."

"Who will?" Donna puzzled, "What's down there?"

"How thick are you?" Lanced snapped.

"Shut up you bast-" Cerese started, but she was interrupted by the Empress.

"My children, the long-lost Racnoss, now reborn to feast on flesh! The web star shall come to me." The Empress chuckled, "My babies will be hungry. They need sustenance. Perish the web."

"Use them, not me! Use them!" Lance pleaded.

"Oh, my funny little Lance! But you are quite impolite to your lady friends." The Empress laughed, "The Empress does not approve."

"Lance!" Donna called when the web released, and her fiance fell to his doom.

"Harvest the humans! Reduce them to meat," The Empress called, "My children are climbing towards me, and none shall stop them."

"Oh my god," Cerese gasped, picking up on the chaos in the streets above them, "she's gonna kill all of them."

"So you might as well unmask, my clever little doctor man," The Empress ordered, having noticed The Doctor sneaking into the room. Cerese startled and looked over at the Time Lord.

"Oh well. Nice try," The Doctor shrugged before lifting his sonic and pointing it at the web, "I've got you, Donna, Cerese!"

"I'm going to fall!" Donna panicked as the web started to release. Cerese shifted her grip and swung out, ensuring that she wouldn't run into any walls.

"You're going to swing!" The Doctor corrected, "I've got you!"

Cerese grinned as she swung into The Doctor, knocking the Time Lord down. He winced but otherwise looked relieved to have the Time Lady with him. Donna, on the other hand, wasn't nearly as lucky. The two Time Lords grimaced when they heard Donna hit the ground below them with a clang.

"Oh. Sorry," The Doctor apologized.

"Thanks for nothing," Donna snapped.

"The doctor man amuses me," The Empress noted.

Cerese grimaced and gripped The Doctor's hand, squeezing tight. She ignored his questioning look and turned to the Empress with a bravery she didn't entirely feel.

"Empress of the Racnoss, I give you one last chance," The Doctor announced, getting back to the point, "I can find you a planet. I can find you and your children a place in the universe to co-exist. Take that offer and end this now."

"These men are so funny."

"What's your answer?" The Doctor demanded.

"Oh, I'm afraid I have to decline."

"What happens next is your own doing," The Doctor warned.

"I'll show you what happens next," The Empress threatened before ordering her robots. "At arms! Take aim! And-"

"Relax," The Doctor said, pulling a remote out of his pocket and winking at Cerese as the robots slump forward.

"What did you do?" Donna asked since she wasn't able to see The Doctor.

"Guess what I've got, Donna?" The Doctor called, "Pockets."

"How did that fit in there?" Donna wondered.

"They're bigger on the inside," The Doctor grinned.

"Roboforms are not necessary," The Empress called, "My children may feast on Martian flesh."

The Doctor shrugged, putting the remote back in his pocket, "Oh, but I'm not from Mars."

"Then where?"

"My home planet is far away and long since gone," The Doctor called squeezing Cerese's hand when he felt her start to shake, "But its name lives on. Gallifrey."

"They murdered the Racnoss!" The Empress screeched.

"I warned you," The Doctor reminded, taking some of the exploding Christmas tree decorations from his pocket. "You did this."

"No! No!" The Empress begged, "Don't! No!"

Cerese watched grimly as The Doctor tossed the baubles into the air and used the remote to direct them to the corridor walls, blowing holes to let the Thames in. The water came rushing in and down into the hole as fires broke out around the room. Cerese let go of The Doctor to cover her ears to block out the screams.

"No! No! My children!" the Empress wailed, "No! My children! My children!"

"Doctor!" Donna called when The Doctor didn't stop watching the flooding. She grabbed Cerese's hands, pulling the shaking time lady to her, "You can stop now!"

"My children!" The Empress said, anguished.

"Come on. Time I got you out." The Doctor said when the ground began to shake. He grabbed Cerese's free hand and the Time Lord and the Human guided her out.

"But what about the Empress?" Donna asked as they ran up to the Thames flood barrier.

"She's used up all her Huon energy. She's defenseless!" The Doctor yelled just as a beam of light shot off, hitting the Racnoss spaceship and sending it crashing to the ground in thousands of pieces.

"Just there's one problem," Donna said, surveying the land.

"What is that?" The Doctor asked, not paying attention to their surrounding as he kept an eye on Cerese who had moved to get a closer look at the falling debris.

"We've drained the Thames."


A/N: FYI I am back in college and also directing a play as well as working so updates will be sporadic. (Which is true even when I'm not in college honestly.) I hope you guys enjoy this chapter! I have an original adventure planned for the next one! And then we'll be joined by Martha Jones!