The group stop, gazing over the side of a cliff, where covering the entire cliff face is a group of high tech looking buildings.
"Is that a city?" Sophie asks, gazing out.
"A city or a hive, or a nest, or a conglomeration. Like it was grown," the Doctor muses. He then points out at the building's, "But look, there. That's like pathways, roads? Must have been some sort of life, long ago."
"What killed it?" Martha asks, gazing at the Time Lord.
"Time. Just time. Everything's dying now. All the great civilizations have gone. This isn't just night. All the stars have burned up and faded away into nothing."
Jack gazes up at the sky, "They must have an atmospheric shell. We should be frozen to death."
"Well, Martha, Sophie, and I, maybe. Not so sure about you, Jack."
"What about the people? Does no one survive?" Martha asks.
"I suppose we have to hope life will find a way."
"Well, he's not doing too bad," Jack points. There's a man running through the remnants of the city, a larger group of people are chasing them.
"Is it me, or does that look like a hunt?" the Doctor asks them. He doesn't wait for a response, taking off after the man, "Come on!"
Sophie rolls her eyes, and follows after the Time Lord. Martha and Jack fall in behind her. "Oh, I've missed this," Jack smiles.
Sophie turns to look at him incredulously, "How the h*ll did you miss this?"
"Hush up, and run."
They quickly catch up with the running man, and Jack skids to a halt, catching him, "I've got you."
The man pants furiously, "They're coming! They're coming!"
They see the tribe coming, and Jack grabs his revolver from within the confines of its holster. He aims it at the tribe, preparing to pull the trigger.
The Doctor frowns deeply, "Jack, don't you dare!"
The Captain rolls his eyes, and moves his gun, firing straight into the air. The tribe skid to a halt at the loud noise. "What the h*ll are they?" Martha shouts.
"There's more of them," the man states, and moves to race off again, "We've got to keep going."
The Doctor places a hand on his chest to stop him. He points back up to the cliff top, and says, "I've got a ship nearby. It's safe. It's not far, it's over there." More of the tribesmen appear over the cliff faces racing for the group. "Or maybe not," he sighs.
"We're close to the silo. If we get to the silo, then we're safe," the man says.
The Doctor turns and looks at his friends, "Silo?"
"Silo," Jack agrees.
Martha raises her hand, "Silo for me."
Sophie sighs, "Honestly, I'd rather stay here than do more running." Jack elbows her, "Fine, let's head to this silo."
They take off running again, the stranger leading the way. As they arrive at a large base, the man shouts out, "It's the Futurekind! Open the gate!"
A guard stops, and points a gun at them, "Show me your teeth! Show me your teeth! Show me your teeth!"
"Show him your teeth!" the stranger demands.
They all immediately grimace, doing their best to show off their teeth. Apparently the guard sees what he wants, and begins to open the gate, "Let them in! Let them in!"
They barely get through, when the gates are already being closed again. The Futurekind try to approach the gates, and the guard at the front fires his machine gun at the ground in front of them. "Go back to where you came from. I said, go back. Back!"
Jack rolls his eyes, and leans toward the Doctor, "Oh, don't tell him to put his gun down."
"He's not my responsibility," the Time Lord responds.
"And I am? Huh, that makes a change."
Sophie chuckles, and wraps her arms around one of each of theirs, "Come now, children, behave."
The Doctor pulls away, and walks over to the guard, as the tribe begins to back away. "Thanks for that."
"Right," the guard says, "Let's get you inside."
The stranger introduces himself as Padra, and after that Sophie tunes him out, gazing instead around the facility. She tunes back in when the Doctor's voice pierces her ears, "It looks like a box, a big blue box. I'm sorry, but I really need it back. It's stuck out there."
Padra interrupts him, "I'm sorry, but my family were heading for the silo. Did they get here? My mother is Kistane Shafe Cane. My brother's name is Beltone."
The guard sighs, "The computers are down but you can check the paperwork." He turns and yells down a nearby corridor, "Creet! Passenger needs help."
A young boy, probably around the age of ten, comes from the corridor, clipboard in hand, "Right. What do you need?"
Padra walks over to him, while the guard turns back to the Doctor, "A blue box, you said."
The Time Lord nods, "Big, tall, wooden. Says Police."
"We're driving out for the last water collection," the guard sighs, "I'll see what I can do."
The Doctor smiles in thanks. The boy calls back over his shoulder, and the group follow him down the corridor. There are people lining all of the walls of every corridor. Most of them are sleeping, but some watch their eyes trailing as the group pass. There are photos on the walls over each group of people, most likely their loved ones.
Martha looks around in a mixture of awe and horror. "It's like a refugee camp."
Jack takes a deep breath, and makes a face, "Stinking." A woman frowns at him as he walks by, "Oh, sorry. No offence. Not you."
"Don't you see that?" the Doctor smiles, "The ripe old smell of humans. You survived. Oh, you might have spent a million years evolving into clouds of gas, and another million as downloads, but you always revert to the same basic shape. The fundamental humans. End of the universe and here you are. Indomitable!" he shakes the hand of one of the men lined along the wall, "That's the word. Indomitable! Ha!"
Creet and Padra walk through the people, shouting for anyone who could be his family. A woman stands, and she and Padra immediately embrace.
Sophie smiles, and looks over at Jack and Martha, "At least it isn't all bad news."
A man standing nearby, stands up suddenly. Jack turns, and offers him his hand, "Captain Jack Harkness," he smiles, flirting, "And who are you?"
From across the room, the Doctor turns, "Stop it." Jack exchanges a look with Sophie, and they both turn to find the Doctor fidgeting with a control on the wall, "Give us a hand with this. It's half deadlocked. I need you to overwrite the code. Let's find out where we are."
Jack shrugs, and walks over to the Time Lord. Sophie follows behind him, and they slip the doors open. The Doctor leans in to see what's in the room, and nearly falls in the area surrounding a giant rocket ship.
Jack grabs him by the back of his collar, keeping him from falling in. "How did you cope without me?"
Sophie laughs. "Who said he did. He's died more times than I care to mention."
"Nine times," the Doctor says, turning on her, "That's really not that many!"
She nods slowly, "I've never died." She turns, "Have you Martha?"
The medical student shakes her head, "No, never."
Jack raises a hand, "I've died many times."
She waves her hand, telling him to shut up, "You don't count. That's a nice rocket."
The Doctor clears his throat, and straightens his posture, "They're not refugees, they're passengers."
"He said they were going to Utopia," Martha gestures at Padra.
The Doctor sighs, and leans against the door frame, "The perfect place. Hundred trillion years, it's the same old dream." He glances over his shoulder at Jack, "You recognise those engines?"
He leans around the Time Lord, "Nope. Whatever it is, it's not rocket science." He tugs at his shirt collar a few times, "But it's hot, though."
Sophie presses a few buttons on the keypad, the door sliding closed again. The Doctor nods at the Captain, "Boiling. But if the universe is falling apart, what does Utopia mean?"