"Well, now that she's all taken care of..." mumbled the Doctor to himself under his breath, cracking his fingers as his eyes wandered around the room. The room seemed to have a similar design to the prison downstairs, the same cold, bare metal walls, floor, and ceiling. It seemed warmer somehow, more welcoming, but it was probably just the absence of cells containing the worst criminals in the universe. That was a good explanation.

The room was completely empty, save for the Doctor, no sign of any threat or danger. His own acting skills had surprised him, he had been certain he'd never be able to fool River, who knew him so very well. He supposed his success was down to the fact that he really had been scared, frightened by what would come of her if she were to follow him. What would he say when he barged into security, or management, or whoever ran this damned facility, with one of their prisoners following right behind him? Too dangerous.

The Doctor made his way over to the only door in the room other than the hatch that led downstairs, opening it with a quick point of his sonic screwdriver. It led to a hallway nearly identical to the one downstairs, again save for the prison cells, and of the course the thick, poisonous smoke. The Doctor made his way hesitantly forward, his shoes clacking embarrassingly loud on the metal floor. He hadn't cared so much about the noise when he had been on the floor below, but now he strived to be as silent as possible for once, now with the possibility of the culprits still lurking about up here, where they could hide, safe from the deadly smoke.

He shuffled down the hallway, and doors started to appear on either side of him as he progressed forward. None had been left ajar, none were labeled, and they were mostly empty as far as the Doctor could tell as he walked down the hallway in complete and utter silence.

Then he heard the voices.

Muffled voices, barely audible sound waves echoing softly down the hallway, reaching the Doctor's ears, quieter than a whisper. He tiptoed down the hall, straining to hear the voices as they became louder and louder, though still very faint. He continued, desperate to decipher the words, listen to the conversation, and find out what the hell was going on...

He eventually tracked the voices down to a door up on his right. The sound was still impossibly faint, dampened by the sealed metal door, just barely escaping from the crack underneath. The Doctor crept over as silently as he could manage, crouching by the door. He leaned over, as if to lay right down on the floor, and pressed his ear to the crack.

"She couldn't just escape, oh no," came a man's voice, audibly distressed, frightened maybe. He must be, with all the smoke filling up the floor below "Had to gas the whole place! I mean, we got her, but... what about everyone else down there?" His voice grew right squeaky near the end, cracking a bit. Probably quite young, the Doctor guessed. Mid-twenties at the latest, he guessed, if he was human.

"You talk as if they're actually people," answered another voice, a rougher, deeper voice. An older voice, lacking any sort of emotion "Don't forget, they're all criminals, the very worst of them. Murderers, former evil overlords, psychopaths... we're very lucky than none got away. Imagine what would happen if even one of them filthy crooks was let loose!" The Doctor frowned, already not liking the man behind the deep voice much.

"Don't you talk about my wife like that!" he mumbled threateningly under his breath, though of course nobody in the room could hear him, for he could barely make out their conversation as they spoke at a normal level.

"I was just saying..." the other voice trailed off, most likely intimidated by whoever owned the deep, emotionless one "I mean, it's hard to see people die, no matter who they are. I was training to be a doctor, you know, before I came here. Bad habit, I suppose." The other voice groaned, walking away towards the door, where the Doctor lay on the side, listening intently.

Before he even registered what he was hearing, the Doctor flew backwards in surprise as the door opened, revealing a tall, bald man with a serious expression looking down on him. He wore a guard's uniform, and looked almost surprised at the rather scrawny man in suspenders and a bow tie that sat on the floor of the hallway, limbs askew.

"I wouldn't call it a bad habit myself," the Doctor said calmly, responding to the other guard's earlier comment, even though he was just noticing the guns strapped to the guard's belt. They were mere inches away from his readied hands, his fingers twitching in anticipation as he stared down at the Doctor "Last time I checked, empathy and compassion towards other people was a very good trait to have."

The Doctor saw as the other guard appeared behind the tall, slightly scary one, looking equally confused at the sight of the Doctor. As the Doctor predicted, he was quite young, his face undamaged by the toll life could take. He was lanky, his gun belt seeming too bulky for his thin frame. His expression reminded the Doctor of Rory, when he had first met him, just an aspiring nurse from Leadworth. Confused, amazed, and just a little bit frightened by the sudden appearance of the Doctor.

"I thought you were supposed to be dead!" he exclaimed, his voice reaching an even higher pitch "We even have your killer locked up, the psychopath who murdered you" The Doctor frowned.

"Oi! Don't talk about my wife like that!" he warned, though the guards didn't know that it had been the second time, standing up in a hurry, his shoes slipping on the slick metal floor. "See? Not dead!" He gestured to himself in a flurry of quick movements with his hands. He stood up straight, though the tall, rough-looking man still managed to look down on him, the lanky guard peering out from behind him.

"Never mind that," piped up the deep voiced man, even scarier now with no wall separating them "How the hell did you get up here, and what were you lurkin' about outside for?" The Doctor couldn't help but cower a bit as he leaned over him, casting his large shadow completely around him.

"Well, I don't know about you, but I came through a door," the Doctor replied, his tone surprisingly confident as he straightened his bow tie "As for the lurking, I was just trying to figure out what the smoke thing was all about. I listened to you, so now I know it was a prisoner escaping. You managed to contain her, or capture her, or kill her, or whatever, but she managed to gas everyone on the main floor. Where were the guards when it happened, and why on Earth would she set off poisonous gas that would most likely kill herself as well? Well, we aren't actually on Earth, but you get my point. I don't see her getting a hold of a gas mask down here... unless she didn't set it off? Maybe it was an accomplice, who released it when she was safely out of there? I wonder... would you be able to take me to your boss, or supervisor, or whoever runs this place? I need security tapes, info, whatever he's got." he wandered off, thinking to himself. He paced around in small circles, as the two guards just stood there, trying to catch his hurried words, his rushed thoughts and suspicions.

"I don't like you, you talk too much," stated the tall guard, his face still severe as the Doctor walked briskly around the hall. He pulled out his gun as the Doctor made his way to the door opposite to where they stood, pointed at his unprotected back "Sure, I'll take you to the boss, but maybe not in the way you're thinking." Confused by his words, the Doctor spun around, but it was already too late.

The guard fired.