"Whereto next, Martha Jones?" the Doctor asked pushing his brown fly away hair out of his eyes as he stood before the TARDIS controls. Martha looked at him and shook her head.

"We've been just charged and convicted as witches in Salem, Massachusetts," the woman said still trying to recover from the run they had just done out of the village; the Doctor just nodded and before setting the coordinates of the TARDIS for the vortex.

"Riiigghhhtt," he drawled out, "and your point?"

"I'm feeling Halloween-ey" she laughed. The Doctor looked at his companion and smiled. Martha Jones was an interesting woman who viewed everything they did and everywhere they went the same way: open minded, but with concise caution. There was also the fact that he didn't have to let out anymore then he wanted her to see. No pressure – strictly friends and they both liked it that way. Martha Jones would never replace Rose Tyler – no one ever could. He smiled at her and raised an eyebrow.

"Halloween-ey, eh? Well, let's see if we can't do something about that," the Doctor returned his view to the TARDIS controls and started through the motions of flipping switches and spinning dial, and of course the occasional mallet hit. Martha laughed.

"Poor dear, TARDIS," Martha said petting on of the ships walls, "he puts you through so much. How do you deal with him?"

"Oi!!!" the Doctor yelped, jumping away from the controls and sticking his abused fingers into his mouth; the apparent injury of mild electric shock curtsey of the TARDIS's answer. Martha laughed harder and gripped the surrounding security bars to stay up right. Through the bar she could feel a steady hum of the TARDIS, and looking up she saw the Doctor look between her and the center council – giving them both a glare.

"I suppose you two think your funny, huh?" he said giving them both a mock glare, "setting me up… that's what I get for inviting another woman along for the ride – my own ship against me and the human instigator!" He finished setting the controls – now with more care – and sat in his chair. Martha smiled at him and walked over to see what he saw on the screen.

"Did Rose do that," Martha asked. The question came out of her mouth before she could think it through really, catching them both off guard. The Doctor looked at her and raised his brows slightly – Martha started to fidget under his questioning gaze.

"I mean, did she," she cleared her throat, "did she instigate the TARDIS to do things to you?"

"All the time," the Doctor said wistfully, "sometimes if Rose was in a bad mood or not feeling well, the TARDIS would move things on me or change the hallways so that I would get lost in my own ship or something else to make Rose smile and/or laugh," he laughed at one memory that started to play in his mind. Martha smiled.

"What? What is it?" she inquired.

"It's nothing really," Martha gave him a gentle push and the TARDIS's hum changed to an encouraging tone, the Doctor gave in.

"Well, there was this time," he started, "we had just visited Alpha Delphi Nine and Rose had gotten sick off the food that the natives had prepared for us in thanks for ridding them of their dog problem… their cat people," the Doctor explained.

"What they really like cats?" Martha asked.

"No, they are cats… anyway," the Doctor cleared his throat, "we got back on the ship and Rose was feeling really horrible… apparently the fish they had provided had given her a bit of a bug and once we got back to the vortex and I was doing my usual tinkering with the TARDIS and Rose was sitting here in the chair just watching and keeping me company, but she was feeling really horrible and was trying to lay her head on the arm rest and the TARDIS, I guess, felt really horrible for her and decided to entertain her while I worked. It started with her showing Rose something entertaining on the screen – I think it might have been past versions of myself," he paused seeing her confused glance, but waved it off, "doesn't matter, but whatever it is Rose was laughing and every time I moved out from under the counsel to see what she was giggling at, the TARDIS would remove the picture and eventually it led to the TARDIS moving Rose from one side of the counsel to the other and moving my tools – the TARDIS really enjoyed having her on board…" he trailed off, the memories moving in ward. Martha smiled understandingly and placed a hand on his shoulder.

"You both did, still do," she observed.

"Yes," the Doctor admitted in a whisper. Martha smiled on. Ever since she had learned about Rose Tyler and the life she had led with the Doctor and why she was no longer around, Martha had made it her mission to remind the Doctor of all the wonderful times that he and Rose had shared. Most moment were like this: Martha making an observation, the Doctor telling a story about Rose and/or their adventures, and finally him slipping into his own mind reliving memories that were special and private and/or intimate in nature. Martha sensed the latter more then the former, but that was alright. Martha, coming out of her own destructive relationship, was looking for a friend and she had – albeit strange – found one in the Doctor. The two of them and the TARDIS remained quiet for a moment, before the Doctor cleared his throat and straightened in his seat. The moment was over and it was time to move on.

"Now," the Doctor said looking at his companion, "I do believe you were feeling Halloween-ey, was it?" Martha nodded. The Doctor pursed his lips together and nodded as well. Martha started to giggle and the Doctor chuckled before jumping up and putting his hands in his pockets of his brown pin-stripe suite.

"Well, what were you thinking? An Earth version, like: El Dia de Muarta or maybe the Druids or something in early America? Or," the Doctor stopped and began hopping up and down with excitement, "I know lets go to where it came from!"

"The Druids?" Martha questioned.

"No not the Druids! Please, humans rarely have an idea that is truly their own," the Doctor stated condescendingly and accented with a wave of his hand that caused Martha to roll her eyes, "No, no! I mean, the Kingdom of Samhain on the Orange Planet! That's where you get Halloween from! Yes, yes – you'll love it!" He turned excitably to the counsel and started setting dials.

"The Kingdom of Samhain on the Orange Planet," Martha wondered aloud, "why do they call it the Orange Planet?"

"Because it's orange, of course," The Doctor exclaimed, sounding exasperated. Martha rolled her eyes, heaved a sigh, and swallowed in sequence before looking at the Doctor – trying to hide her amusement.

"Why, oh wise one," she drawled sarcastically, "is it orange?"

"Now, no need to be rude," the Doctor quipped standing taller.

"And you would know," Martha retorted, mimicking stance and tone.

"Oi! I'm a Time Lord," he responded, trying to keep the laughter back, "you're just a silly ape…"

"There you go being rude again," Martha quipped. She trying to keep the game going, but his reaction was stopped all amusement. His eyes flickered, unfocused on her, and he swallowed. They were both still for a minuet, before he cleared his throat and forced a smile at her.

"The Orange Planet is orange," he started to explain, while turning back to the counsel, "in color because all the trees are in a continuous autumn prime and everything is in shades of browns, gold, reds, and especially orange as are the clouds, but the weather is very warm with its two suns and it has three moons – all in orange tints. A month is measured from the time it takes all three moons to travel together and the months end when the three moons hit the sky at the same time. Everything is controlled by the Witches' Honour code passed through the ruling Empresses and Princess," he finished, flashing a smile again.

"A planet ruled by women living by a witches' code? I like it already!" Martha announced, the tension in the room easing by the second.

"Thought you might," the Doctor said before pulling the last lever and starting them on their way, "why don't you go rest up a bit – it'll take us a while to get there," he offered.

"That's sounds good," Martha agreed and then she exited the control room, glancing back only once to the man at the controls before she disappeared down the hall to her room.

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The Doctor waited until the TARDIS informed him that Martha was in her room, before allowing himself to sink down into his captain's chair and propping his feet up on the counsel. Rubbing a hand over his face he sat in silence as the TARDIS traveled across the universe expansion.

'Rose,' the Doctor thought with longing. This wasn't the first time he had let this human girl – no, woman enter his thoughts. Many nights that he actually slept he dreamt of her and what she might be like now. His mind traveled to that last time on the beach, the last breath she took in front of him – the one she was holding as he tried to tell that he loved her. In his nine-hundred years of existence, the Doctor had never felt more regret at not doing something then that moment right there. He would have given up his life for domestics and even his ship to return to her, but it was futile and impossible and then there was the other revelation that the TARDIS had informed him of after Rose had been gone a week and neither of them (he nor the TARDIS) could find a way back to her…

'What was it TARDIS?' the Doctor asked his constant companion, 'What type of child did Rose give birth too? A boy or a girl?' Does she know its mine? Is it mine?' the Doctor scoffed, 'of course its mine, Rose hadn't been with anyone else and she was only just pregnant before she left. Oh, god… what if she lost it?! I'll never know will I… guess, not,' the TARDIS gave a comforting hum and the two friends both sat in silence for a bit longer, jointly and separately thinking about the little shop-girl that had touched their lives and existence.

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A half hour later, the TARDIS broke the Doctor from his musings with a beeping alert. The Doctor stood, looked at the screen read out, and then raised both eyebrows. Martha entered, freshly showered and rested, to find her guide spinning dials and flipping gauges on the control center all the while gazing at the screen before him. She stepped up to the counsel level and braced herself with one of the side bars as the TARDIS gave a nasty shake.

"What is it? What's going on?" Martha asked worriedly.

"Not really sure, actually," the Doctor said, without turning to look at her, "the TARDIS has picked up a…. different type of distress signal coming from the direction of the Orange Planet, but also she's really picked up speed as if there was something more important there and she has to get to it right away," the Doctor looked over at his companion, "No idea what it is, but whatever it is has the old girl pretty excited," he waved his hand over his head to indicate the TARDIS, but then gripped the counsel tightly as the TARDIS gave another shake and seemed to speed up even faster. A look of worry passed over the alien-man's face and his eyes started to move frantically back and forth, like he couldn't believe what he was hearing or something! The Doctor's eyes widened and then he looked at Martha; the ship gave another intense shudder and another and another… The Doctor reached over and pulled Martha to him and between them both hung on to the safety bar as the TARDIS was in a constant shake – an obvious crash landing in store. The beeping continued, becoming more frantic, and the shaking was growing in both strength and volume…

"Hang on," the Doctor yelled above the noise, "'s gonna be a bumpy landing!"

"Really," Martha yelled back, "hadn't noticed!!!" The Doctor laughed and Martha gave in and joined him. The two were laughing like maniacs when the TARDIS finally came to an abrupt and instantly silent stop – the two maniacs went flying and landed in separate heaps two feet apart… still laughing. As Martha started to move she felt the brand new bruises start to form and her body give its displeasure, she groaned and laughed some more. Next to her, the Doctor was still laughing and he too groaned a little as he attempted to peel himself off the TARDIS's floor.

"Well," he said finally getting up and moving over to the counsel to see if everything was okay, "hadn't done that in an awhile… she usually must more gentle…"

"Oh, yeah," Martha groaned, not moving yet, "she's always a light foot… what was her hurry, anyway?"

"Can't say," he answered.

"Can't or won't?" she asked, getting up (and a little peeved) slowly.

"She won't tell me, so I can't tell you," the Doctor said walking over to her and offering a hand up, "you know I would if I could, but I can't so I won't … you alright?" he said it all so fast that it made Martha's head spin a bit, but she shook it off and accepted his hand to get herself on his feet again. She held her head and stumbled slightly, but nodded all the same.

"Yeah, I'm alright," she confirmed, before asking, "Where are we?"

"Actually, we are right where we wanted to be," the Doctor answered with a grin, "the Kingdom of Samhain, on the Orange Planet during the 20th reign of the Lamar Dynasty; about two and half moons from the coronation ceremony of the next Empress."

"Samhain? What's so special about Samhain? Or is it the coronation?" Martha asked. The Doctor just shrugged.

"Don't know but let's see what we can find, huh?" he said with excitement. Once he was sure that she was all right, he went and retrieved his trench coat from his chair and headed for the door where Martha was waiting. With his hand on the handle, he looked at his friend and asked:

"Ready?" She laughed.

"Like you have to ask!"

"Just making sure," he opened the door.

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The Doctor turned and made sure that the door was locked, while Martha looked around at the planet she was on. Just like the Doctor had said the forest she was standing in looked like it was in the prime of Fall on Earth with vibrant colors and even a crisp scent. The sky that she could see through the tree tops was a pale, pale, almost white, blue-ish shade and the clouds were a deep orange that looked so perfect together. Looking out, rather then up, Martha noticed the fields that were before her: plants looking like lavender, aloe, spearmint, thistles, honeysuckle, various wildflowers, and so many others. Like an endless sea of colorful and green plants and on the other side of this sea, Martha noticed, was a town or village up on a hill.

"This is the Continuous Autumn Forest," the Doctor explained, his voice causing Martha to jump slightly, he chuckled, "sorry… and those there is the Apothecary Fields," he gestured to the sight before them, "this is where most of the magic happens… or should I say 'grown'… you'll find that many of the plants on this planet are the same as on your planet. Samhain's people arrived on Earth around the time of the Druids and were happy to find many plants from their own planet were there and so they could continue with their magically life style, but you humans have always feared what you don't understand and so the practice of magic stopped – for the most part – and those who came from Samhain merged with the humans and eventually became human with interbreeding causing their bloodline to thin considerably." Martha nodded with understanding and then pointed to the little town on the hill.

"What's the town called?" she asked.

"Don't know, we'll have to find out I guess," the Doctor shrugged. Martha turned and looked at him with a raised eyebrow.

"Thought you knew everything," she asked smugly. The Doctor rolled his eyes.

"Haven't been here in awhile," he offered as an excuse, then offering his arm he asked, "Shall we go see what mischief we can reek-havoc in?" Martha smiled and hooked her arm in his and the two of them started across the Apothecary Fields and headed to the town.

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It took them a good forty-five minuets to cross the field and travel up the hill, the field being longer then it looked and the hill being taller then it seemed, but when they reached the two they were both smiling and enjoying everything they saw. After passing through the dark colored, stone gate, no questions asked, the two headed into the two square where market and daily living was being held. Martha felt out of sorts and defiantly outstanding in her yellow hoodie, jeans, and tenners; the women seemed to wear tunic styled tops with belled sleeves, long skirts that almost swept the ground, and leather shoes, while the men wore shirts with fitted cuffs, vests, pantaloons, and knee high, leather boots (it reminded her a bit of pirates in movies). Everyone wore hooded cloaks in darker colors, as the clothing (with exceptions) was usually of lighter shades. The people, though, didn't stare at her and the Doctor, but went about their daily lives with nothing more then a glance or two in their direction. The market they were in was a mix of individual food and goods stands as well as permanent shops erected along the road they walked on. The good and wares being sold ranged from bakery items, dead birds and live, different fruits, flowers, herbs and such picked from the Fields earlier, clothe, wooden goods, some metal goods, and other things she couldn't even describe. It wasn't "wall to wall" people, but the crowd was still a bit heavy and there were animals and little children's running around too – the whole thing was very quaint and it made Martha smile. She looked over at the Doctor and saw that he had been watching her watch what was going on, as he so often does, and this caused her to laugh. Joining in, the Doctor escorted her through the throngs of people, shopping stands, and the occasional loose animal through the town and turned to follow a side street the market continued on. Reaching the center of the town, Martha noticed a large fountain with something like a clock tower on top. It was then Martha noticed that all the buildings were made of the same dark stone that the gate had been made of and so was the fountain and tower. Looking down, Martha realized that the road had cobble stones and brick type inlayed pavement to walk on. Martha looked over at the Doctor who was involved in conversation with a local. Finishing the conversation, the Doctor thanked the man and turned back to his companion.

"Welcome to the Village of Strega," the Doctor said spreading his arms wide, "today it the 3rd day of Epsilon and it's just about the 15th hour in…three…two…one," he counted down on his fingers, in time with his words, and pointed at the clock tower behind him. Martha turned and watched the clock's numbers shift changing from 14 to 15. The tower's top seemed to open up and two tall racks of nine, silver colored bells each rose upward with a clicking sound. Once everything stopped moving, the bells began to ring together – chiming the number of the hour. After the fifteen chimes, the bells stopped and there was silence for a second before the bells began to chime out a bright and happy tune. Martha looked around as the townspeople started to cheer, laugh, and clapped, before glancing at the doctor and joining him and them. Martha then noticed a larger building behind the Tower Center. Its large doors opened and outpoured children of many varying ages. Most of the younger children ran straight for their parents that were, as Martha noticed, gathered at the Tower, but many more of the older children – girls particularly, but boys too – seemed to head off down the street that the Doctor and Martha had been headed. The two travelers looked at one another with raised eyebrows, both wondering what the kids had found so wonderful; a quick look around told them that no one seemed worried, and all that did was heighten their joint curiosity. The man that the Doctor had been talking too was currently kneeling down obviously, discussing something with his young son and even younger daughter – the children were telling their father about their day and asking if the could go to the "Dolci Shop" – whatever that is…

"Excuse me," the Doctor said squatting down to the kid's height, "but you two seem like awful smart ones, eh?" he said pointing to the kids. The father beamed, the little boy smiled, and the little girl moved closer to her father and looked at the Doctor shyly. The Doctor gave the two of them a huge, toothy grin and continued.

"You see, my friend and I," he gestured to Martha and she waved at the kids, who waved back, "you see we just got here and we had heard a little about this Dolci Shop – we were kinda wondering what's so great about it… can you tell us anything?"

"It's a fun place," the little boy said, "There are sweets and charms and books and toys...," he was getting excited and his father laughed at him and the little girl mumbled something. The Doctor looked at her and gave her a sweet smile.

"Sorry what was that," he asked her, holding out a hand to her and gesturing towards him, "I couldn't quite hear you… you gotta speak up, honey, I'm getting old." Martha snorted. The Doctor looked over his shoulder and his expression clearly said "do you mind?" The little girl was giggling and when the Doctor looked back at her, she spoke up.

"I said that there is pretty things there," she said, moving around shyly, "and Jack's funny… sissy likes him…"

"Sissy?"

"My oldest," the man said lifting his daughter and standing, causing the Doctor to stand with him, "she and her friends like to go there and get a few sweets or just hang out for awhile there and they really enjoy Jack… a good man, but my daughter, Lolita and I have different reasons. He and his Lady run the place, nice little store a good place to have for children to go after their Learnings. Child oriented, but she is a witch of types and one is great with the local women and older girls in their studies of the craft," the man explained. He then took his son's hand and offered to lead the Doctor and Martha to the shop so that they can have a look of their own. The little boy, Keenan as he introduced himself, reached out for the Doctor's hand and returned the smile when the Doctor flashed him one. Martha grinned and took the Doctor's other hand and headed down the road.

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The shop they stopped at was the same black stone as all the others with a similar brown wood door and thick, old fashion glass windows that distorted the image inside. Above the door, written in what looked like color changing paint, were the words: Dolci Shop, Welcome All! Martha and the Doctor followed Keenan and his father, Drui, and his little sister, Marlin, into the building. While the exterior was fairly dark and a little uninviting, the interior was massive, bright, and lively. The Doctor grinned and glanced at Martha.

"Bigger on the inside," the Doctor remarked with a smile.

"So, I noticed," Martha replied, "seems familiar, no?" The Doctor chuckled and grinned, before heading deeper into the store. The walls were bright white, what they could see of them, but most of the space was filled with shelving and stands – all the same deep brown color as the door. There were lots of people crammed into this shop, the majority of which were students.

Within seconds, little Marlin snagged Martha's hand and pulled her away from the Doctor, Keenan, and Drui. The Martha smiled at the little girl's exuberance and with a quick glance at the Doctor, followed willingly.

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Minuets later, the Doctor and Drui were talking about some other things to see in town and the upcoming coronation, small interruptions by Keenan to show the Doctor something or to beg his father for something. The two men were enjoying each other's company and before long were in the back of the store where a counter stood – obviously to pay and check out. Here the majority of people were – or more accurately, here is where all the young ladies were. Though through the crowd, the Doctor couldn't see what was so fascinating that all these lovely ladies, he could catch tidbits of a male voice through the mass – a vaguely familiar voice that he was tentative to place. Shaking his head, and knowing that this was going to eat at him, the Doctor tried to push it to the side and pay attention to the latest toy the Keenan had drawn his attention to. Drui was slowly pushing his way into the crowd, possibly to collect his oldest, but ended up talking to whoever was so interesting. A hand touched the Doctor's shoulder causing him to smile at Martha and little Marlin, whom Martha carried, and their matching yellow and blue flowered headpieces with matching ribbons flowing down their backs. The girls grinned and Marlin squealed and started to struggle to get down from Martha's arms. Once down, Marlin reached over and picked up a large tabby cat and showed the slightly unhappy animal to Martha.

"Aggie!" the little girl squealed, causing the animal to close its eyes and struggle slightly to get free of the little one's intense grip. Dropping down to their level, the Doctor gently pried the slightly miffed kitty away from the little girl and held the cat securely in the crook of one arm and giving the feline a good scratch behind the ears. The cat seemed to stiffen a little at first, cocking its head and one ear towards the Doctor's chest, giving him a sniff, shaking its head quickly and settling down with a slow purr. Martha squatted down too and asked the children about the cat's owners.

"Jack's and Aurie's," Keenan explained, "but if you listen to Jack she's really Aurie's cat," he finished while giving the cat a good scratch on the head – the seemingly nodding head. Martha looked at the Doctor who just smiled and shrugged back. Soon after, Drui reappeared carting a slightly unhappy pre-teen girl and announced that the four of them would need to be leaving and to say their goodbyes. Marlin hugged Martha and handed her the garland ring to put back, asking if Martha would put it back, and then moved to the Doctor, who was still cradling the cat, and gave him a hug and petted the cat once more. Keenan waved to both travelers and Drui smiled at Martha and shook the Doctor's hand, the one that wasn't holding the cat. As the family left, Martha turned smiling at the Doctor.

"You are very good with children, Doctor," the cat's head picked up, "did you have kids in a past you?"

"Yeah, back on Gallifrey, before the war," he said with a sigh, "and Rose was pregnant…" Martha's eyes widened and the cat looked up at him.

"Was she?" she asked astonished.

"The very beginning stages, not even the TARDIS was really sure until after…" the Doctor admitted, slowly.

"So you don't know…" Martha wondered, suddenly feeling very sad for her alien friend. The Doctor nodded and swallowed. Martha reached for his arm and squeezed it gently, in apology. The Doctor tried to force a smile and say something, but was interrupted by a very proper sounding voice.

"I can assure you he's quite healthy," Martha and the Doctor both raised eyebrows and slowly looked down at the tabby in the Doctor's arms. The feline looked at both of them and seemed to smile, before addressing the Doctor again.

"I've seen him, Doctor," Aggie assured the astonished Time Lord, "Your son is alive."

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Right then, hope you're enjoying yourselves and all. Here are a few notes on the chapter:

1. I do hope that my idea of Martha is alright, like I said before I need her to fill a role in the story line so here she is.

2. The following words are pronounced just like they are written, I think, but it's English to Italian translation that I got off the web: AltaVista – Babel Fish. So, that's all there is about that.

a. Strega

b. Dolci

3. Drui is Druid without the "d" and Lolita, Marlin, and Keenan are just as they seem.

Feel free to review or not, I hope you liked and if so I would love to hear it. Happy Halloween and Happy Reading!! 