A/N: Thank you guy's for your patience. It means a lot to me that you want to read my story. Here it is; the next chapter!

"Sound off!" Maka screamed as she groped for her footing on the darkness.

"Two over here!" Tsubaki called, now human again, as she was lifting Black Star out from the rocks. "Star just hit his head!"

"Figures…" Maka sighed, but her instincts took over, and she began to panic. "Soul?" She cried out. "Soul!"

"I'm here, jeez." Soul said, picking himself up. "Don't sound so worried. It's not cool."

"And that makes five!" The Doctor said, turning on some torches and passing them out.

"Where'd you get these?" Maka asked.

"Pockets. Bigger-on-the-inside." The Doctor shone his torch on the inside of the abyss. "It's a cave. No, wait," the Doctor took in a deep breath, "a tunnel, running under Death City."

"How long has it been here?" Tsubaki asked, shining her light on the walls.

"Dunno. But look." The Doctor gestured towards the walls. "Same black pattern as on the rocks."

"What's that got to do with it?" Soul asked, brushing himself off.

"Well, it means that someone down was trying to drill upwards." The Doctor said. "And I think I know who…"

The Doctor sprang forward and began heading down deeper into the chasm. As he and the students did, they noticed some things in particular. Metal piping, running throughout the cave, some veering off up into the city above.

"See those?" The Doctor pointed towards the pipes. "Power lines. They've been sucking power from your city since it was built."

"That's terrible!" Tsubaki gasped.

"That's cheap!" Soul said.

Eventually, the party came upon a huge cave, almost bigger than Death City itself. Throughout the cave the walls were lined with monstrous silver pipes, rattling from the inside, and in the center of the cave a large silver sphere sat where all the pipes converged.

"Look there…" The Doctor said, gesturing to the ball in the center. "That was their escape pod. It fell through time with me and now it crash landed right beneath Death City. It was supposed to be on hibernation…"

"'Supposed to?" Tsubaki asked.

"After awhile, they must have realized that no one was coming, and upgraded their way past the hibernation." The Doctor looked over the cave, and began stepping down towards the center. "C'mon then! Avanté!"

As the team made their way down, they began to cautiously search around. Technology beyond compare dotted the area. Flashing lights of the circuitry installed into the walls and pipes surrounded them. As they searched, the Doctor grew ever more restless, not realizing what was going on. He began to scan around the area with the sonic hectically.

"Something's wrong… Something's missing!" The Doctor began scanning the pod in the center, and ran about frantically.

"Calm down, Doctor. It's gonna be alright." Tsubaki reassured him.

"No no no no!" The Doctor pressed his hands to his head, trying to think. "C'mon!"

Suddenly, the Doctor stopped.

"Ooooh, that's it!" He shouted suddenly. "Oh, I'm so thick! I'm so slow. It must be my age!" The others gathered around to hear the Doctors startling revelation.

"The pod didn't have Cybermen in it at all!"

"What?" Maka asked, confused.

"It wasn't an escape pod… It was a transport pod! It carried necessary supplies to the next Cyberlegion! And some of the key supplies used in the Cyberunit is Cybermats and Cybermites! That's what the pod was carrying!" The group was dumbfounded. No one was following, but the Doctor continued. "They fall into this universe, send out a distress signal, no one comes for them, so they begin building outwards. And what do they find? Gas pipes! Electrical lines! All these things that can allow them access to resources and the city itself! That's also how they drew my TARDIS off course, mind you. Enough power drawn from the city to create a powerful subwave."

"So… the explosion in the town square… was…" Soul tried to articulate, but he couldn't follow.

"Oh, the Cybermites were tunneling under the city using micro-plasma charges. But one got a little too close to an electrical line, overcharged, and KABOOM!" The Doctor yelled, startling half of the kids. "Big old explosion!"

"So… what your saying is that these little Cyber-things are tunneling throughout the city using the electrical lines and piping system?" Maka asked nervously.

"Yep, that's it. Pretty ingenious plan, too. Those silver pipes are the transport pipes. That's how they go everywhere!"

"Doctor?" Maka attempted to get his attention.

"They must have pipes running to everyplace in the city!"

"Doctor!" Maka said firmly.

"Why, they may even—"

"Doctor!" Maka shouted. The Doctor stopped and stared. "Can you give an estimation on how long have they been here?"

"Oh, judging by TARDIS coordinates and tridimensional calculation, I'd say only about 457 years or so. Why?" The Doctor had a concerned look growing on his face.

"Because if these things are a threat, then 450 years of living underneath a city and taking it's resources could allow them to—"

"Multiply." The Doctor finished her sentence. It struck him what Maka was saying. And it horrified him. "That many Cybermites, running throughout the entire city… enough to…"

"Enough to what?" Black star asked.

"Enough to convert an entire population!"