I feel kind of bad for choosing lyrics from such an upbeat song to attach to this chapter (specifically referring to how it ends)... ah well. Maybe that's a sign that it'll all end happily ever after. Eventually. Not that I'm planning on ending this any time soon, of course.

No prizes for guessing the villains of this piece. I'll give you a hint... they aren't new.

CHAPTER 18. Holiday Resort Planet: 3 November 2010

The five moved out of the TARDIS, sonics and guns at the ready. What had been sold to them as a resort planet now looked like the face of hell. The ground was black-brown for as far as the eye could see, and smoke rose from little piles of ash scattered across the landscape. In the distance, the outlines of a clearly artificial tower could be seen in the distance.

"So this is it, yeah? Right place? We didn't end up on some volcanic planet by mistake?" Amy inquired, inspecting the ruination that lay before them. Looking closer, Amy could see the burnt out-remains of a building complex, and the acrid smell of burnt plastic tinged the air. The sky, at least, was a brilliant, vibrant purple, as the Doctor had described, but Amy knew better than to take that as confirmation – she'd already seen a few.

"Yes, this is it," the Doctor replied absently. "This is definitely it. But it looks like someone's holiday went a bit too far..."

"You plan on making sense any time soon, Doctor?" Jack asked. He was keeping a close watch on Katherine, who was gazing on her surroundings in equal parts nervous trepidation, amazement that she was quite clearly on an alien world (the sky did it for her), and chilling fear at the calamity that had befallen the 'holiday resort planet'.

"Not really, no," he admitted.

"Well, I don't think we're alone, for sure. Getting a slight tingling feeling all over," Amy remarked.

"That's just radiation."

"Wait – like, nuclear radiation?"

"Just the one."

Katherine gasped. "That's sort of dangerous, isn't it?"

"Very dangerous right now. But-" He spun around, pulling out two small silver nailgun-like devices out of his bigger-on-the-inside pockets. Before they could react, Rory and Katherine found themselves jabbed in the forearm by two tiny needles. They yelped and jumped backwards, massaging their abused arms. "Not any more."

Amy eyed the silver device apprehensively. "Shouldn't the injection of that stuff you gave me at the Byzantium protect me?"

"Only lasts a few hours. But you've got something decidedly more permanent – Time Lord blood. It'd take a few million times more radiation to give you a belly-ache, let alone do any serious harm."

"Glad to see this gig has perks."

"Couldn't you have warned us beforehand?" Katherine demanded, still rubbing her arm furiously, as the Doctor pocketed the devices, bending down to examine a charred piece of wood.

"Probably. Slipped my mind a bit. Sorry. OK," He stood suddenly, pointing at the tower visible on the horizon. It was clearly well over a mile away. "I vote we head for that thing, whatever it is, and go snooping to see what happened to this place."

Rory glanced nervously at one blasted ash pile, spotting what looked suspiciously like the charred remains of an arm. He looked away, forcing down the retch that had crept up his throat. "Er – I really think we should, you know–"

"Come on, Rory," Amy shot back from up ahead – she was already walking forward with the Doctor, Jack and Katherine close behind. "Where's your sense of adventure?"

"Amy, I'm telling you, when you show up at a holiday resort planet and it turns out to be a-" He didn't manage to finish the sentence, however, as Amy had grabbed his arm, forcing him down the path and away from the TARDIS.

They'd been walking for about half an hour, the Doctor, Amy, and (unwillingly) Rory leading, Jack and Katherine behind. Every now and then they stopped whilst the Doctor took some reading of one of the ash piles or a burnt out tree, muttering darkly to himself. At one point Amy had asked why they couldn't just hop the TARDIS the two miles or so to get straight to the odd tower, which they could now see was polished steel and about two hundred metres high.

"Best not." The Doctor had replied simply. Amy frowned and chose not to press the matter further for once – she hadn't seen the Doctor this worried and uptight in a long, long time.

Katherine just walked along in silence. It had been quite a ride, she mused.

First realising that I'd have to leave my home. Then being almost killed by a bunch of mobsters looking for some Time Lord. Then finding out that one of the kids I grew up with happens to be said Time Lord, and her scaring the living daylights out of them. Then... actually, I should find out about that. Now.

"What's a Time Lord?" she blurted out suddenly. Jack raised his eyebrows, surprised.

"What, Amy didn't tell you?"

"We're not exactly on gossiping terms here, Jack."

"Point taken. Well..." Jack paused, working out how to begin. "I'll start at the top. Time Lords isn't a title or anything – well, it used to be, but no one bothers to make that distinction nowadays. They're a species – alien, to you and me. Although apparently Amy used to be human – I'd like to find out what happened there."

Katherine blinked several times. "Alien? Then why do they look human?"

"Good question. Whenever I've asked the Doctor, he's just said that they came first – my guess is a morphic field of some kind."

Katherine had no idea what that meant, so she decided to move the topic along. "So how many of them are there? A thousand, a million?"

"Two."

She started. "Two?"

"Two. And they're both right there," he added, nodding at the pair ahead, who he saw were all but holding hands despite the presence of Amy's fiancée right next to them. Yeah, nothing special going on there. Right. You keep telling yourselves that, you two.

"Oh. What happened to the rest?"

"You don't want to know," the Doctor, whose keen hearing had picked up on their conversation, told her. "Let's just say it was a bad day."

"OK. So... how 'alien' are you? Like, what can you do that we humans can't?" Having made his contribution, the Doctor left Jack to explain.

"Well... I don't know it all," he admitted, "but for starters, they're both more or less immortal, although there are certain rules that govern how that works. They both have their own language which we can't understand, and they're both telepathic. Oh, and on that note..." He dropped his voice so that Amy couldn't hear him. "Try not to get on Amy's wrong side too much, yeah? It could end badly for all of us."

"Yeah, already worked that out, after how she dealt with those mobster blokes that were kidnapping me."

Without warning, Jack froze. "Sorry?" he asked, so quietly only she could hear. "What did you say?"

"Oh," Katherine began, taken somewhat aback by his mood change. "I was just saying that it's probably not a good idea to get on Amy's bad side, that's all, after what happened with those mobsters."

"Happened? What did she do?"

"Nothing, really. She just warned them to run away, or she'd do something to do with her mind. It sounded pretty nasty, but she didn't go into specifics. Why?" She frowned, noticing Jack's wide-eyed, harrowed expression. "What's wrong?"

Jack opened his mouth to explain, then caught himself at the last second.

What I tell you now is to be repeated to no one. Ever. Do you understand me, Jack Harkness?

Jack was a man of his word, despite his misgivings about the whole situation. If he couldn't trust the Doctor, then who could he trust?

"No. No, I'm sure it's fine."

It took them another half an hour to reach the tower. It was cylindrical, made of seamless, glimmering steel, contrasting starkly with the blasted desolation around them. Aside from a somewhat small entrance door on one side (which was shut, obviously) and what looked like a transmission array on top, it was completely featureless.

"So what is this thing?" Rory asked, gazing up and down the height of the tower.

"Dunno." The Doctor replied, less brightly than usual due to the destruction surrounding them putting damper on his bouncy demeanour. "Only one way to find out."

He strode over to the entrance and ran it over with the sonic, flicking it up to read the results

"So what is it?" Katherine had moved over and was peering suspiciously at the blank grey door.

"A door."

The blonde rolled her eyes. "I meant the tower."

He continued to inspect the sonic screwdriver, muttering to himself. By now all four of his companions had moved up to his position in front of the entrance. "Constant multiple large power streams running up the length of the tower... magnetic fields from shock absorbers arrays... something big, something powerful, something shaking..."

"A drill?"

"I really should keep you around more often, Captain Harkness."

Jack grinned briefly in triumph, but quickly adopted a more sombre expression. "Doesn't make much sense though – why do all this just to mine a planet?" He mused, motioning to the landscape around them.

"Wait – back up," Rory interjected. "Why would someone come and mine this place anyway? I mean, something tells me whoever built this thing doesn't live here."

"Correct, Rory. The Kappamarine natives banned mining thousands of years ago."

"So – aliens?"

"Well, different aliens, but yes. And to Jack – damn good question."

"I assume we're here to stop them?" Amy surmised.

"On the money, Pond."

"As usual."

"Bit smug, aren't you?"

Amy grinned. "Rich coming from you."

"Point taken." The Doctor moved forward and ran the sonic down the length door, leading to a brief humming noise and the door sliding open.

"Woah-woah-woah," Rory started, moving forward to lower the Doctor's arm. "What're you doing? Won't there be alarms, or guards, or something?"

"Disabled the alarms."

"And the guards?"

"Nothing left to guard against," he replied grimly. "Come on. Time to poke this hornets' nest with a stick."

The interior did turn out to be unguarded, as the Doctor predicted, but this didn't ease Rory's nervousness. Instinct told him that something was seriously not right here, and that complacency wasn't the root cause of their apparent ease with which they moved through the wide metal catwalks, ascending grated steel ramps. Pipes emitted hot, coloured gas intermittently around them, and they had to take care to time their advances so they wouldn't get turned into (the alternative was the Doctor sending Jack on a suicide mission to close a few vents that were invariably at the other end of the catwalk – a plan which he pre-emptively rejected. Immortal or not, dying was hardly a pleasant experience).

"Is this how it usually goes? Running up and down corridors?" Katherine inquired breathlessly as they rested after another dash between jets of scalding steam.

"Mostly. Best get used to it. Now, I believe the control room is on the other side of this wall..." The Doctor ran his fingers over the apparently featurless concrete wall, muttering to himself as he felt for crevices in the dark-grey surface that were seemingly only visible to him. "Aha!" He exclaimed, having evidently found something of interest. He pulled out his sonic with a fluid cock of the wrist and aimed it at the spot. To Katherine's utter astonishment, the wall faded away, revealing a empty room, glittering with electric lights and screens.

"Perception filter. Amazing things, eh? Most versatile devices in the universe, after sonic screwdrivers. And phones."

Katherine rolled her eyes and muttered to Rory "Do you get the impression that he likes showing off sometimes?"

Rory chuckled. "Just sometimes?" Katherine began to laugh in turn, before a lethally-tipped glance from Amy silenced her. She and Rory had always been a bit too friendly for Amy's comfort – granted, her comfort zone involved next to no friendliness at all.

They moved inside the network of rooms, glancing around at the array of lights and instruments that surrounded them. The Doctor purposefully strode down a series of walkways into one of the deeper enclaves, setting to work on one of the central panels, lips firmly pressed together, a determined look on his face.

"What're you doing?" Amy had followed and was now leaning against one of the few unused spaces on the wall, frowning slightly.

"They're mining this place for carbide – some of the richest untapped deposits in this cluster. But, of course, they decided to nuke the entire planet first. As they always would. Well, at least I can stop them getting this – stop them winning."

"Winning? What the hell are you talking about? Doctor, spit it out. You've known who they are from the moment we stepped into this place."

"Fine – yes, I have."

"And you haven't told us – told me... why?"

"I don't want you getting alarmed," he replied tersely.

"Alarmed?" Amy pushed herself off the wall, her arms folded across her chest. Her eyes had narrowed so much her vivid green irises were barely visible. "Doctor, I've been with you for quite a while now. And do you know the one time I get worried? It's when you don't trust us. Trust me. 'Cause that's when you make mistakes."

The Doctor looked up at the redhead, stung deeply by the words. How could she say that? Given how she's putting up an invincible force-field around her mind?

"Amelia, listen to me, please. Of course I trust you. I trust you more than I've trusted anyone in decades. Centuries. You're the other last of my kind, how could I not? I already told you how important you are to me, Amelia. I meant every single word." I trust you more than anything, Amelia. Why don't you trust me the same way?

She surveyed him, her face inscrutable. She wants to... but she can't. Something is holding her back. The moment lasted a mere fraction of a second before she relaxed, the tension flowing out of her shoulders. She took his restless hand, entwining her soft, long fingers between his.

"I know you do. So why can't you just tell me? Only me."

He gazed, searching, into her eyes... eyes so like his own, despite their colour. He took in a deep breath. "Alright."

Rory and Katherine sat awkwardly in the first room in the network, feeling decidedly useless. Jack was busy inspecting the room, frowning as if on the brink of recognising the source. The Doctor had disappeared, muttering, deeper into the network of rooms. Upon seeing this, Amy shook her head and also started muttering, following after him. Rory's eyes followed her, jealousy, regret and an ever-growing sense of resignation creeping around the edges of his pupils.

I'm losing her... maybe I've already lost her.

He should say something. Do something. Yell and scream at the Doctor for stealing her away. Shake and hold her until she came back to her senses... what senses? Try to make her human again? Try and make her break her promise never to leave him? Neither is going to happen, Rory Williams, and you know it. You'll just hurt them by trying.

"You OK?" Katherine, ever perceptive, had noticed him staring listlessly at a blank piece of wall.

"Yeah. Yeah, fine."

She frowned. "It's Amy, isn't it?"

He started, shocked. Is it really that obvious? "Nice try, but I'm not about to talk about that with you now. Sorry."

Katherine smiled understandingly. "I get it. But if you want my advice, go along with whatever she wants. And I really mean that – whatever she wants. For your own protection."

"My protection? What the hell do you mean?"

She sighed. "Look, let me tell you a story. The morning you and the Doctor left to grab the TARDIS, I went on a walk. Stupid, I know, I was bound to get caught by those mobster-blokes, and I did. I was so sure I was gonna die, or worse, but then Amy showed up, and she saved me."

Rory's eyes widened in astonishment. Amy, saving Katherine Broad? That's a first. "How? What did she do to them?"

"Nothing."

"Nothing?"

"She didn't do anything to them at all. She just stood there and told them to run away. And they ran away. All she did was remind them who she was, then gave some vague threat of something terrible happening, and they bolted. They were absolutely terrified of her, Rory. Hardened, time-travelling thugs crapping their pants at the mention of her name. I told Jack, and he didn't seen too happy to hear about this either. What kind of girl is she? That's why I'm telling you, Rory, that for your protection, if she tells you to leave – you leave."

Rory's mind was buzzing, a maelstrom of a million thoughts circling around his head. The shattered, unintelligible pieces of the puzzle that had accumulated ever since he'd come aboard, and especially ever since that conversation he'd heard by the fireplace, were finally beginning to come into place. He remembered that shocking, hot-blooded murder of that man on the starship.

So there's something about her Time Lordiness that when coupled with her emotions makes her a deadly psychopath at times. And knowing her, she'd be as scared of this as anyone else, and hating herself for it. So she wants to save me from herself... Oh Amy. Guilt, hot, thick, unexpected, washed over him, as he admonished herself for ever doubting whether her feelings for him were genuine.

Still, though, he was still aware of the thrall the Doctor was inadvertently casting over her. He was stealing her hearts away... and neither of them knew it yet. Do I have a right, now, to intervene? To keep her from starting something else with him before she's done with me? Even though our engagement is doomed?

He was spared facing his complete lack of an answer by a piercing, echoing Scottish-accented voice from within.

"Rory! Katherine!" Amy yelled in the distance. They both stood instantly, surprised at the sudden fear in her voice and the fact that she'd actually used Katherine's first name for once. "Get out of here! Right now!"

The truth has a price, they say. It was a saying very familiar to the Doctor – Rule One, after all – and he was well aware of its veracity. In this case the price was decidedly minor (compared to other truths he'd avoided and not avoided in the past) but it was also one he was starkly aware of before the fact.

He'd told her. One word. That's all it took. And just as he knew she would, she'd jerked backwards as if slapped, frantically shaking her head, the blood rushing from her face and her pupils dilating. Before he could say any words of reassurance or explanation, she'd stormed out, racing back to the others to warn them of the imminent, dire threat. Just as he'd known she would.

But that was the price, wasn't it? If he really was going to do this, be with her for the rest of both their potentially infinite lives, it was a cost that needed to be paid from time to time.

Still, at this present moment, he mused, muttering darkly to himself as he raced back to find her before she made them flee back to the TARDIS, it's annoyingly inconvenient.

"Rory! Katherine!" he heard her shout from just ahead. "Get out of here! Right now!"

"Amy, wait!" He caught up with her and grabbed her arm, pulling both to a sudden halt. "I know you're alarmed, but that's why I have to do this. Why I have to stop them. Now."

She spun around, her face lined with fear. "Do you seriously think this is the time to be playing hero? Have you looked outside?"

"Of course not, Amy. No one knows more than me what they are, what they can do. But this is my duty. My responsibility. To the universe. Because this – this – is what I do. What I have to do." His voice was threatening to rise, but he kept it under control. It was critical, so important, that she understood this. Understood that he, and only he, had stood countless times between them and the end of countless lives. He'd already let them escape once, due to his own foolishness. Billions had died because of it. He would not make the same mistake twice.

"Why you?" She shot back, her temper rising at his intransigence. His self-control shattered.

"BECAUSE I AM THE DOCTOR AND IF I DON'T, NO ONE WILL, AMELIA!"

Dead silence. Only the shallow, ragged breaths of the Doctor, the whirring of computers and the distant humming of the drill was audible.

"And so..." Amy's voice was low, quiet, rigidly controlled. "You think... that makes it OK to drag everyone along to their deaths?"

The words pierced him right to the core, a spear thrust right through his twin hearts. His shoulders slumped, the determination that had been driving him flooding out of his body.

"Of course... no. Never. Yes. You're right, Amy. I... I forgot... I'm... I'm..." His eyes dropped and his voice broke, his shame choking his words, rolling through the psychic field around him. He'd let his pride and arrogance blind him to the terrible, terrible danger he'd put his friends in. Again.

Unexpectedly, he felt a warmth envelop his body, slender arms wrapping themselves around his shoulders, soft red hair massaging his cheek, its strawberry and poppy-fields scent wafting into his senses. "I told you, Doctor," he heard her whisper. "Don't ever apologise." Her presence and words were a panacea for the freshly exposed scars, and he pulled himself together, her flame lighting his once more. He broke the embrace and gave her a brief, grateful smile. What would I do without you, Amelia Pond?

The other three burst into the room, breathless, and saw the Time Lord and Time Lady totally lost in each others' eyes.

"Do you two need a room?" Jack remarked, his eyebrows having ascended to his fringe. "Oh – sorry, Rory."

"Not a problem," Rory waved him off. He turned to the Doctor and Amy, whose cheeks had reddened from Jack's quip. "We thought heard you two shouting, and thought, well, that you had run into something..."

"Dangerous," Katherine finished.

"Dangerous?" the Doctor said. "Yes. In a sense. Very dangerous. Potentially, the most dangerous thing in the universe. I apologise – I shouldn't have brought you all here. But it seems we're lucky – we haven't run into any of the operators yet. But not relying on luck any more – you should all head back to the TARDIS, right now, as Amy said."

"And you? What's so nasty that you've suddenly become all protective?" Jack queried suspiciously.

The Time Lord moved his gaze to the former Time Agent's, both sets of clear sky-blue eyes locking. "I think you know," he said quietly. "The wide walkways. The ramps. The architecture. Carbide mining. The completely pointless annihilation of a planet. Think about it, Jack."

It took a few seconds... but then it clicked. He gasped, his face paling. "Oh. Oh."

"Yeah."

"Right. I'll take the others back to the TARDIS as quickly and safely as I possibly can. You can count on me, Doctor."

The Doctor nodded. "Thank you, Captain Harkness."

"And you're staying, I presume? To shut this place down?"

"Only thing I can do now. If I can find a way to control the drill, I can send out a timed pulse that should cause a seismic resonance effect that destroys any other operating drills on the planet. Not much use in comparison to being able to save the planet, but that's gone now. I have to do what I can."

Jack nodded. "And Amy?"

"What?" The Scot's eyes narrowed, glaring at him. "It's you lot that I'm concerned about, not me."

Jack glanced at the Doctor, questioning. He chuckled softly in reply. "I'd probably have to knock her out to get her to change her mind."

"Don't even think about it."

Suddenly, Rory realised what they were talking about. He moved forward, imposing himself as best he could on the conversation. "If she stays, I stay."

"Rory, it's dangerous, more than you could imagine," the Doctor warned.

"I don't care. I go where she goes."

"Rory," Amy moved up to him, resting a hand on his cheek, "Please, please, listen to me. If you stay with us, you'll probably be killed, and I can't... I can't bear that, Rory. I can't. Please do this. For me."

"I don't care for my own safety, Amy. Only yours," he replied firmly. She smiled wanly, and pulled him in, pressing his lips onto hers. He felt her genuine, deep, love through the kiss, as always, but there was something else. Something new.

Sadness.

She broke away and gazed deep into his eyes. "I know. And - and that's why I love you. But now..." Something hot welled up inside her, threatening to burst out. She wrestled it down. Don't cry. Amelia Pond doesn't cry.

"I swore to protect you. I promised," he said softly, suddenly aware of what was coming. Jack seemed to sense it too, because he placed a gentle hand on Katherine's shoulder and led her out of the room, giving the pair space. The Doctor just stood there, frozen, unable to comprehend what was clearly taking place before his eyes.

She bit her lip, clearly struggling to compose herself for once, knowing that she was about to deliver the most difficult words of her life. "No one can protect me now, Rory Williams. Not Aunt Sharon. Not you. No one..." Don't cry. Don't cry. Don't cry. "Except the Doctor. Because he is the last of my kind, Rory. And... I'm sorry... I'm so sorry, but..."

"I'm not."

She couldn't do it any longer. She broke, pulling him fiercely into her arms, sobbing violently into his shirt, wanting nothing more than to never let go, but knowing that she would have to. Knowing that she already had. "I'm sorry... I'm so sorry..." she repeated again and again, a mantra of regret, a plea for penance she knew she didn't deserve. Rory just stroked his now-ex-fiancée's hair, his own eyes red with tears. There was no anger. No resentment. No jealousy.

Just sadness, and regret for what could have been. What could never be.

"I love you. I will always love you." The words simply made her sob even harder, her grief crashing down onto her in ever-stronger waves of slicing pain.

Behind them, the Doctor looked away, ravaged by guilt. Unable to watch the reaping of the fruits of his lie, the disintegration of the relationship he and he alone had ruined.

This is all your fault. The Destroyer Of Worlds... and people. There they were: Rory Williams, innocent, kind-hearted, his life turned upside down because of him, and the girl who waited for him for her whole life... glorious, beautiful Amelia Pond, her hearts shattered and broken. Because of you.

He didn't know how he would repay the mountainous debt he owed her. He didn't know if he ever could.

But he swore on his life that he would try.

Poor Rory. I like the guy as well... but at least it ended on somewhat "nice" terms for him.