A/N: Continuing, this is proving to be my longest story ever I think. I'm quite proud of myself. Shame I don't own any of it!

Down the Rabbit Hole

The Doctor slowed his pace as he felt the grip on the fur at his neck begin to relax slightly. The body against him felt heavier than before and the gentle puff of breath against his ear signified that his passenger was fast asleep. The path they had been following still stretched on never ending before them. Glancing back over his shoulder he could see the faint outline of the mirror, so very far away from them now and he was almost tempted to turn them about and go home. He slowed the a stop and lay down against the cool black ground. He shrugged his shoulders slightly, the absence of arms making it hard to remove the sleeping human from his back.

Rose groaned and stirred, alarmed for a minute by the feel of warm fur beneath her cheek before she remembered her situation.

"We there yet?" she mumbled, taking the hint and sliding off the Doctor's back to lay on the floor. Two shiny, black eyes focused on hers and she lifted her hand to fuss the tufty, tawny fur on his head.

"Not yet, the path just keeps going on and on and I've been running for hours, my feet hurt," came the Doctor's voice in her head.

"Don't you mean your paws?" giggled Rose, moving her hand to measure it against his massive paw. She felt the claws retract back as far as possible, mindful of her delicate skin. Despite the warmth that flowed through the touch Rose longed to feel his fingers entwined with hers once more, "Can you change back now?"

"Sure," said the Doctor, his black eyes closing for a moment.

Rose waited for the blue light to surround him again but nothing happened. She waited and waited until she saw the Doctor open one eye a crack and look down at his paws, an expression that was far too human for his lupine form gracing his features. His eyes closed again and Rose could hear his muttering softly in her mind. She willed along with him, fear rising in her as still nothing happened to change him back. He opened his eyes and she found the growl he emitted both terrifying and awe inspiring in an instant.

"I can't do it," he said, "I can't change back. I don't know why, it was perfectly easy to do before."

"Perhaps you're too tired," said Rose gently patting down his fur, "You did say you've been running for hours. Perhaps if you get some rest."

"I don't need to rest," said the Doctor, "I want to find out what the hell is going on here and get out! You hear me, show yourself, stop this stupid game whoever you are and show yourself!"

"Doctor!" cried Rose as his rant echoed in her head, "You're giving me a headache."

A soft cheek rested against hers for a second, "Sorry, I didn't think. Are you alright?"

"Yeah," said Rose pushing up to her feet, "Come on, we should keep moving. I'll walk for a while, my legs are all achy from sitting for so long."

She lay a hand on the Doctor's back as they walked along side by side. She kept glancing down at him, examining the figure before her and realising with some discomfort how easily she had accepted his transformation. Before she met him something like his transformation from man to wolf would have scared to her but now it seemed almost as common place as breathing, she was almost surprised he hadn't found a way to do it before.

"Don't worry Rose, I will change back," came the soft voice in her head again, "Remember we're only in our subconscious minds, not the real world. When we get back I'll be back to normal."

"You'll never be normal," said Rose, flexing her fingers against his fur, "But I would be happier to have you as you used to be. Regenerating from one face to another was one thing but this; well I doubt my mother will be too happy with you moulting on her sofa."

"She probably leash me and want me to chase a ball in the park too," said the Doctor, "And that is hardly dignified sport for a Time Lord."

"No different from when you used to kick a football around with Mickey for hours on end and…"

The Doctor bumped his shoulder against Rose's hip, wishing he could comfort her better as she trailed off at the mention of her absent friend, "Hey, remember, Mickey's safe and he's happy. Maybe one day we'll get to see him again but he wouldn't want us to be sad and mourn for him. He didn't die Rose, he just moved on."

"I know, just miss him is all," said Rose, a small laugh coming to her, "He would laugh to see you now though, he'd be pulling your tail and everything."

"Like to see him try," said the Doctor, bounding ahead from her slightly, "He'd have to catch me for a start."

"You think you're so impressive don't you?" said Rose, walking back to level with him.

"Hey, will you check out this coat, I could win Crufts!"

"They don't let mongrels enter," said Rose before sprinting off along the path. She heard the slap of paws on the floor behind her, following slower than he was capable of to give her half a chance. She sped up slightly, squealing slightly as he came level with her and shot her a familiar cheeky look, despite his lupine features. She grinned back at him but it turned to a scream as she went tumbling down into a great gap in the floor. She plummeted downwards in the blackness, unable to look back to see if the Doctor had fallen in after her. She closed her eyes as she waited for the impact that she was sure would kill her but nothing came.

An odd sense came over her as she felt herself slow to a more sedate pace, almost floating downwards in the darkness. She righted herself so that her legs rather than her head were pointed downwards. She became aware of a figure floating beside her and forced open her eyes. The Doctor was looking around them in confusion as he too floated in the blackness.

"Well it's a change," he said, "At least we don't have to run anymore. You alright?"

"Yeah," breathed Rose, "Thought I was done for though. Did you see what we fell into?"

"A hole," said the Doctor, somehow managing to raise one fluffy eyebrow, "Other than that no idea, I tumbled in right after you. Was really wishing I'd transformed into something feline though, could have landed on my feet then though I suppose I've already used up my nine lives."

Rose rolled her eyes as he began to ramble on in her head, cursing the fact that she couldn't even put her fingers in her ears to block him out. She reached around her with her hands, unable to hit anything solid to denote a wall or surface.

"When do you think we'll land?" she said, wishing she could see something other than her companion in the darkness.

"Your guess is as good as mine," said the Doctor, "Could be as long as the path we've run along, could be longer. Absolutely no way of telling unless…hold out your hand."

Rose did as she was told and watched the Doctor close his eyes for a second. She jumped slightly in surprise as the sonic screwdriver settled in her hand. She closed her hand around it like a lifeline and held it close to her chest. She heard the little device click in her hand as the Doctor made the settings change.

"Right, flick it on and point it downwards," he said, watching Rose as she handled the small device. The sonic screwdriver gave a series of beeps and Rose heard the Doctor growl both in the darkness and in her mind.

"Lot of use that is," he mumbled, "Might as well get rid of it."

"No!" cried Rose, cradling the device protectively, "I'll keep hold of it if I must but you're not getting rid of it, it's the only thing from our world we've got right now."

"It's a manifestation Rose and its proving useless."

"Even so," said Rose pocketing the screwdriver and giving him a defiant look, unhappy when he didn't return her look and instead stared intently down. She heard a faint ticking and looked down at her watch before realising that it was growing in pitch.

"Ha! Clocks, original," said the Doctor beside her.

Rose looked up in alarm as clocks of all shapes and sizes floated by her in the darkness, all ticking away. She couldn't help giggling as she found herself thinking of children's stories and Disney films.

"Its like Alice in Wonderland," she said, causing the Doctor to give her a cutting look, "What? It is! All tumbling down holes and weird things happening."

"Well just don't go putting anything that says 'Eat Me' in your mouth for goodness sakes. I don't want a ten foot Rose or a two inch Rose. I suppose you'll fit in with the flower garden though, do you know the words to Golden Afternoon?"

"You really are quite sad aren't you?" said Rose reaching out to fuss him, "The mighty Time Lord who has an intimate knowledge of Disney movies and children's books and as for me putting things in my mouth mister, you're the one with the oral fixation not me."

"Says the girl who had an obsession with boy bands," said the Doctor.

Rose was about to protest when she realised that the clocks had been replaced by posters of various nineties boy bands and she couldn't help but blush. She searched for a witty retort but found nothing came to mind. All thinking was halted as she began to speed up again, tumbling once again in the blackness. The wind was forced from her as she hit the floor with a thud but it was the sound of a yelp as the Doctor hit the ground beside her that worried her more. She pushed to her feet, rushing to the Doctor's side as he lay unmoving on the ground. She noticed the blood on the fur around his eye and shook him gently, begging him to wake and tell her he was ok. The blue light she had seen before surrounded him and she was forced to step back as it grew too bright for her to look at.

As the light dispersed she saw the Doctor once again in his normal form, a inch long gash on his forehead bleeding down onto his eyebrow. She quickly searched his pockets for a handkerchief to dab at the blood, urging him to wake. She was relieved as she heard him groan and saw his eyes flutter open. He looked up at her before smiling, his hand coming up to cup her cheek, pulling back slightly as he realised that his hand was once again normal rather than a giant paw. He winced as she dabbed lightly at the cut on his head.

"We landed then," he said, gingerly sitting up and looking around the room they had landed in. The floor they had landed on was a pure white marble and the walls showed the same. Candles burned in holders on the walls but other than that there was nothing apparent in the room, no windows and no doors. The Doctor pushed up to his feet much to Rose's protests and began to circle to room, checking the walls for any creases or marks that would denote the door. Rose sat and watched him in silence as he paced, wondering if he had always been that tall or his hair that length. After many minutes he finally dropped down to sit beside her and laid his head against her shoulder.

"Nothing," he breathed, "Not a crack anywhere."

Rose kissed the top of his head and brought an arm round his back, "Something will appear," she said, "Just give it time."

The Doctor switched their positions so that she was cradled against him, her fingers searching beneath his two outer jackets to rest against his shirt, over one of his hearts. The firm beat comforted her somewhat in the silence of the room. It wasn't long before Rose felt her eyelids growing heavy and sleep touching at her consciousness. She stifled a yawn but the Doctor caught it anyway and rubbed her back gently. He released her enough to allow him to shrug off his coat before scooting them over to one of the walls, resting his back against it as he encouraged her to lay with her head on his legs. He covered her with his coat and soon felt her head grow heavy against him as she drifted into dreams.

XXXX

The first thing the Doctor was aware of was the cool breeze against his face and secondly the softness of the ground beneath him and the roughness at his back. He blinked open his eyes, the first thing to come to his vision being the sleeping form of Rose still sprawled across his lap but the second caused him to jump in alarm. Gone was the marble room they had tumbled into and in its place was a sun dappled wood, fresh and new. Lush green leaves hung languidly on the trees, altering the light until everything shimmered with a summery glow. Rose began to stir against him and immediately sat up as she realised something was amiss around her.

"What the…?"

"I know," said the Doctor, "You remember going to sleep in a marble room don't you?"

"Yeah," said Rose, glancing around the small wood and up into the tree they rested against.

"Good, at least I've not gone crazy," said the Doctor, "Well crazier. How we ended up here though I have no idea. Seems familiar though, like a memory long forgotten."

"Looks like any other wood I suppose," said Rose, pushing up to standing and handing the Doctor back his coat, "Nothing particular or peculiar, just a wood."

"Hmm," mumbled the Doctor wandering around the small coppice and peering at the various species of trees, muttering away from himself. Rose could see his face darken slightly but paid it no heed as her stomach growled. She gazed around herself and her eyes settled on a small bush bearing some weird shaped orange fruit that looked like a tangerine gone wrong.

"Well at least there's food," she said reaching out and pulling one of the fruits off the tree, "What do you reckon it is?"

The Doctor's hand closing over hers stopped her even attempting to take a bite, "What did I say about putting things in your mouth? If that's what I think it is then you'll be dead in seconds if you eat it."

"You know where we are then?" said Rose chucking away the offending fruit.

"I think so but its impossible, guess we can safely say I'm the one manifesting this," said the Doctor resting a hand against a nearby tree, "These trees are only native to one planet, Gallifrey."

Rose pivoted on her heel, looking at the wood anew as the one word that always sent chills down her spine echoed in her head. She breathed in the soft, dewy scent of the wood around them wondering if this was exactly like the Doctor's planet had been or a much happier memory.

"Gallifrey," she breathed, "Its beautiful, so perfect."

The Doctor was silent as he too glanced around the glade, his fingers tracing over various leaves and berries as he came across them. He turned to the opening in the trees where more light came through and began walking towards it. Rose came to his side, keeping the silence partly through the wish to preserve the elegant quiet and partly through her respect for the Doctor, wanting to know his feelings before she spoke again. They began to climb a small hill and soon reached its peak, looking out over a small village not to different from an English countryside Rose knew back home. Beyond the small valley below Rose saw however the one thing that convinced her that she was on an alien world. The city in the distance was reminiscent of the archetypal science fiction capital, great glistening buildings looking sleek and elegant against the orange tinted sky. Grand and ornate they rose almost into the clouds, seemingly part of the natural landscape and a mark of their engineering prowess. The sight was breath taking and Rose couldn't help the exclamation that escaped her.

"Wow!"

"She's quite a sight isn't she?" said the Doctor beside her, his hand slipping into hers, "I know this is only my imagination creating this but I'm glad you got to see it, if only like this."

"Its beautiful," said Rose, "I never…I've thought about what it must look like so often but I never imagined this. Its so warm and bright and wonderful."

"The better effects of global warming, we're slightly closer to our sun than Earth is to yours," said the Doctor, pointing to the great orange orb in the sky before tracing his finger along the skyline to the city, "That's the Capitol, our main centre for the whole planet, it stretches out a lot more but only those pinnacles are allowed to be seen, the rest are below the level of the hills to preserve the landscape."

"You have one main city for the whole planet?" asked Rose, "Are you all one country then?"

"No," said the Doctor, "There are eight continents and each has many countries but we…the planet is more unified than Earth, all communities working together."

"Sounds like Utopia," said Rose, "Everyone getting along."

"Working together does not mean getting along nor does it make this place a paradise, it makes for stuffy overbearing politicians intent on making everyone conform to their ideals of a perfect world," said the Doctor before he glanced back down to the village below them, "Its places like that that are the real paradise, simple, nothing to interfere."

"Its very pretty," said Rose taking his hand, "Like a chocolate box."

The Doctor smiled down at her, "I'm glad you like it," he said, "Because that's the village where I was born."

He had taken off down the hill before Rose got even a moment to question him further. She followed him down the hill, noticing the bounce in his step increase as his pace sped up on his approach to the tiny village. They passed through a high wooden gate, marked with symbols Rose only recognized as the Doctor's intricate script. Once passed the gates the Doctor paused, glancing around himself in disbelief. People stood all around them, dressed in fashions Rose assumed were popular on the planet but would never cut it on twenty-first century Earth. They were seemingly going about their daily business, carts selling various food items, a shop open with fabrics of all colours and styles, children playing at a game seated on the dusty floor but they were all standing perfectly still. They looked as if someone had taken a photograph and turned it to reality.

Rose shuddered as she looked around herself at the staring sightless eyes. The Doctor walked over to the nearest person, a woman with a basket under her arm and a child secured to her side with a strong grip. He peered at her, moving his hand in front of her eyes to gage a reaction but there wasn't even a flicker of recognition on her face. He reached out a tentative hand and brushed the skin of her cheek. He snatched his hand back quickly.

"She's freezing," he said, looking around at the people around him, "What could all this mean? Why aren't they moving? Why aren't they…"

The Doctor trailed off as he began sprinting through the village, weaving in and out of the statue like people. Rose hurried to keep up with him, having to slow herself as she was unable to navigate the people as well as he. She saw him come to a stop outside a small house set a little way off from the others, fidgeting as his hand paused over the handle. She hurried to his side and looked up at the quaint little house.

"This is your house isn't it?" she said, easily reading his expression.

"When I was very little yes," said the Doctor, "I was born here."

He pushed down on the handle and eased the door open, the creak of the hinges sounding all too loud in the silence. They stepped inside to the welcoming light streaming through the windows, illuminating the modest hallway and front room, a strange mix of futuristic technology and country charm. The Doctor didn't pause long enough for Rose to properly admire the room, hurrying through the house until he came to what looked like a kitchen. Rose paused in the doorway as the Doctor went in, recognizing the woman who stood there, still as those outside. The Doctor circled the young brunette, looking almost older than her even in his boyish form. He waved in front of her eyes and gripped her shoulder firmly, talking away to her in a language Rose recognized as his own.

The Doctor stepped back before slumping into one of the chairs nearby, "Nothing," he said reverting back to English, "Absolutely nothing. What's the point of all this? Gallifrey I can understand, if anything is in my head this place is at the forefront but why the stillness, the silence. What am I meant to do?"

"Calm down," said Rose kneeling at his feet and folding her hands over his, "You need to approach this like a scientist. I know its hard, I can't believe what this must be doing to you right now but you've got to remember that this isn't real. Its in our heads."

The Doctor squeezed her hands gently, "What would I do without you to keep my grounded hey? This is so hard Rose, seeing this place again, seeing her."

"I know," said Rose, "I know its different but I think I felt similar when we met my Dad."

The Doctor nodded before releasing her hands and pushing back up to his feet. He went to his mother's figure once more and circled her again, "She looks about the age she was before she died and what she's wearing, everything seems to fit in. There doesn't seem to be anyone else home, we didn't pass anyone so its probably before the proper summer, we're probably all at school. I…"

The Doctor took a step back as the woman beside him moved, snapping out of her statue like state. The silence remained though as she moved to lean on the window frame, playing with a pretty purple flower in a small ceramic vase. The Doctor waved in front of her once more as she failed to acknowledge anyone in the room but she stared right through his hand as if he wasn't there. Rose watched on as he spoke to her in his own language, gradually growing more desperate as she failed to acknowledge him. The woman turned to stare beyond him, to the door they had come through, opening her arms in a welcoming embrace. Both the Doctor and Rose turned to the door to see a blond boy of no more than twelve and dressed in fashions slightly more ornate than his mother's . He smiled warmly and ran to her embrace, holding onto her tightly.

Rose saw the Doctor pale dramatically as he looked on the scene and needed no prompting to recognise who the boy was.

"Doctor?" she said, catching his attention from the scene, "That's you isn't it?"

The Doctor nodded, watching the boy in the silence as he talked animatedly to his mother, pulling a book from the bag slung across him; the same bag Rose realised as the one he still carried around now whenever they would be off the TARDIS for more than a day. The woman listened intently as her young son prattled on, his arms flailing as he tried to explain whatever he was showing her in the book.

"I was explaining the latest developments of the Type 40 exploration TARDIS," said the Doctor, "I'd learned about them that week at the college I went to in the Capitol and I couldn't wait until the end of term to tell her. I wanted to be a pilot, to travel around and see the universe but she brought my head down from the clouds as always."

Rose looked on as the boy's expression fell to one of concealed despair as his mother spoke softly to him. Closing the book before him and resting a comforting hand on his shoulder.

"What did she say to you?" said Rose, wanting to reach out and comfort the child before her.

"She reminded me who I was, the limits of what I could achieve," said the Doctor, "She wanted my dream as much as I did but she knew better than I how difficult a path like that would be, the prejudice I'd face as I reached for something I wasn't allowed."

"Prejudice?" said Rose, "What do you mean?"

"People looked down on people like me trying to become Time Lords."

"But you are a Time Lord, you did make it," said Rose, "And why should they look down on you? What was wrong with you?

"I didn't have a Dad," said the Doctor, "Well, not one that could admit to having me anyway. My Father was a senator in the Capitol, to all intents and purposes a model citizen. He was married; had grown up children, all upstanding members of the community. He met my Mother when he came to our village on a diplomatic visit and they fell in love. He kept her a secret, sending money to support her when my elder brother and sister were born and then supporting all three of us secretly, sending us to good schools in the Capitol but he could never admit to us for fear of losing his standing. He was of high birth, my Mother of a lower class, their union outside of marriage was frowned on and so would be our existence. It was no better though for us not to be acknowledged by him, we were from outside the Capitol with no connections, I was not destined for the role of a Time Lord."

"But that's so…so…" said Rose.

"I know," said the Doctor, "But that's the way it was."

"What changed?" said Rose, her gaze flicking between the Doctor and his younger form who was now buried in his book as his mother busied herself.

"She died," said the Doctor, "I got my dream at the highest price possible."

"I'm sorry," said Rose, taking his hand, "You said she got sick when you were twelve but she looks fine, it must have been quick."

"I…NO!" cried the Doctor going up behind the boy and looking down at the book in his hands, "No! No! Don't make me watch this?"

"Doctor what's the matter?" said Rose grabbing his shaking shoulders, shocked by his outburst.

"She dies tonight," he said, "She dies as soon as the Sun goes down and I know by some twisted sense in this vile place that I'll be forced to watch it."

"How can she die tonight? You said you were at school when she died, you said she got sick."

"I lied," said the Doctor, "I wasn't at school, I ran away and came home."

"Why lie about that?" said Rose, smoothing her hands on his chest, trying to bring him some form of comfort.

"Because I've had to lie for all these years since," said the Doctor trembling, "Because if they'd found out what I'd seen then I would have died too and I'm too much of a coward."

"I don't understand," said Rose, "Who would have hurt you?"

"The people who hurt her," said the Doctor, "She was murdered Rose, my mother was murdered while I was hidden away from view. I had to hear her screaming and it has haunted me every night since and now I have to watch it all over again."

Rose looked up as she realised the room had darkened somewhat as they talked, twilight settling upon the house and bathing it in a gentle light as mother and child sat down together once more, sharing some meal Rose could only guess at. The perfect picture about to end. Rose froze in fear as she heard a heavy hand hammer on the front door.

A/N: And I'm going to give you a cliffie because I'm evil!

Nova x