A/N

Disclaimer: So, folks, let me tell you something that I obviously haven't had the chance to before. I don't own Doctor Who. I own some Doctor Who books though.

Here's the update! It took longer than I thought to get out. Oh well.

Read on.

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Rose gasped as her back hit the wall, and she scrambled to get her feet back under her as she began sliding towards the ground. She shook her head slightly, dazed.

"Rose!" her mother's voice cried, and Rose turned her head slightly to see Jackie wobble to her feet and run over to her.

"Mum," she replied. She glanced at the trail of blood on Jackie's face with concern, taking in the pallor of her mum's cheeks. "Are you okay?"

Jackie looked surprised. "Yeah… yeah... I'm fine. But are you-?"

"Yeah," Rose tried to get to her feet.

"Stop," Jake hissed from inside the cell. Rose frowned at him, confused. "Watch," he clarified.

Rose turned back towards the Doctor. "Wha…" she trailed off.

The Doctor and the Master were on one side, near where Rose was lying, while Phantom and Jorax were on the other.

Something that Rose couldn't fully comprehend passed through the Time Lords; something ancient. It was as if time, quite literally, stood still as the four seemed to reach an unspoken understanding.

The Master dashed forwards while the Doctor threw his brown coat to Rose. Rose caught it awkwardly, continuing to watch with bated breath for what would follow.

Phantom thrust out his fist, to which the Master dodged, giving Jorax the opportunity to punch the Master hard in the stomach.

The Master wheezed, backing off from the fight slightly as the Doctor entered the fray. The Doctor, to Rose's amazement, spun around and performed a low sweeping kick, knocking Jorax off his feet before he could get out of the way. She'd never known that the Doctor could fight hand-to-hand.

Phantom gave a snarl, and tried to kick the Doctor, but the Master blocked the kick with crossed arms, and gave Phantom a similar blow that sent him reeling back.

Rose watched in incredulity as the four Time Lords traded hits. As the Doctor yelped and reeled back from one particularly nasty forehand from Jorax, he gave Rose a glance that told her volumes.

Get everyone out. While they're distracted.

Rose nodded imperceptibly, turning back to her friends and family still trapped in the cell. But how was she supposed to get them out? The device that had been used to open the cell- Jorax had it. It was probably still inside Jorax's coat pocket.

She took a quick glance at Jorax, who had ducked under the Doctor's fist and jumped over the Master's sweeping foot in two fluid movements. Rose frowned. How was she supposed the get Jorax's jacket?

"Doctor!" she called. "I need the coat!"

The Doctor glanced at her for a second as Phantom tried to kick him. "You've got my coat!"

"No," Rose replied loudly, "The other one!"

The Doctor seemed to understand, and he glanced once at the Master passing along a silent message. The Master nodded, and they both started to attack Phantom so they could get to Jorax.

The Doctor threw a roundhouse kick towards Phantom, and as Phantom ducked, the Master performed a vertical kick, hitting Phantom's face and knocking him backwards. Phantom staggered back into the wall and sunk down it, head lolling to the side.

The Master and the Doctor turned around and faced Jorax, who took an involuntary step backwards. Rose couldn't honestly blame him; the Doctor's eyes were a stormy black, swirling dangerously. The Master's blue eyes had darkened to a shade of navy.

"Open the cell," the Master ordered. "Now."

Jorax smirked, indigo eyes narrowing. "Guards," he commanded.

The two Torchwood guards raised their guns, directing them at the Master and the Doctor. Rose stepped forward quickly. "Wait."

She placed herself in between the guns and their target, staring intently at the Torchwood agents- whom she knew. The two were good friends. Thompson and Fraser. And she could tell that they were having misgivings.

Time to exploit that.

"The Master and the Doctor destroyed the weapon," Rose told them. In truth, she wasn't sure if they'd destroyed the weapon. She just hoped they did. "The weapon's gone," she bluffed. "You don't need to follow their commands anymore. You're families are safe."

Thompson and Fraser glanced at each other, unsure.

"She's right," the Doctor cut in, not taking his eyes off Jorax. "The weapon's been destroyed."

The two glanced at each other again.

"So…" Thompson said tentatively, "The weapon's destroyed?"

The Doctor spared a confused look at Thompson. "Isn't that what I just said?"

"We don't have to follow through," Fraser muttered to his friend.

Thompson nodded. "So… these two," he gestured vaguely to Jorax and Phantom.

"There are only them now," Rose confirmed.

Fraser strode forward; gaining a confidence that he had lacked mere minutes before. He raised his weapon, pointing it with unwavering determination at Jorax. "You caused this," he whispered. "You…" Fraser released the safety on the weapon.

"No!" the Doctor called. "Don't… don't shoot him."

The gun didn't move.

Rose could feel the desperation in the Doctor's tone as he spoke again. "Don't shoot. You don't want to have the guilt the rest of your life."

"I… I…" Fraser hesitated slightly, fingers over the trigger.

"That's right," the Doctor comforted, walking slowly over to get rid of the weapon.

Rose started as she heard the loud discharge of the weapon, and, with rising horror, watched Jorax's body fall to the ground like a puppet with its stings cut.

"No!" The Master and the Doctor gave matching cries as they ran over to the shape on the ground. Rose followed them, pushing past Fraser roughly.

"Oh," Rose gave a horrified gasp as she fully saw Jorax. His indigo eyes stared sightlessly up at the ceiling, a bullet hole in the middle of his neck. Blood had splattered on his pale features.

"Don't look," the Doctor gently tried to block her view. She obligingly turned around, not wanting to see the faded eyes of Jorax's body again.

"Couldn't he regenerate?" Rose heard the Doctor asked the Master.

"He was on his last," the Master replied.

Rose couldn't see what was happening, not that she wanted to, but she caught a rummaging sound, and then the cell's bars wavered and faded from sight. Placing the sombre thoughts of Jorax to the back of her mind, she smiled, relieved, running up to Jackie and hugging her happily. Her mum tightened the hug, and Rose could tell that she was smiling as well.

Rose broke off the hug, spinning around so she could hug her father. But when she caught sight of Pete, sharing hushed words with Fraser and Thompson, she reconsidered. She'd give Pete a hug later.

Rose took a closer look at Fraser's face; he looked guilty, but he also looked somewhat relieved, as did Thompson.

She sobered again upon catching sight of the Master mourning over Jorax's body, while the Doctor kept watch, standing behind the Master.

Loranos had died. Jorax had killed her, and now he was dead. The Officer had died. Phantom had killed him…

Phantom…

She spun around, but to her relief Phantom was still unconscious against the wall.

Knowing that the Doctor and the Master needed some time alone, she made her way over to Thompson and Fraser, planning to have a couple of words with them. She made out words from Pete's upon her arrival.

"... aware of how it feels to be threatened, but you two have to learn that it will happen on a daily basis while at Torchwood, it will get messy, and you won't always like the outcome."

"Yes, sir," Thompson muttered. Fraser just looked down, chagrined.

"I need to ask this, and I require a fully honest answer. Do you still wish to be a part of Torchwood, even with the danger involved? Can you handle it?" Pete was acting just like the leader he was.

Fraser glanced at Thompson. "We do want to stay," Fraser said for the both of them, "Sir."

"Okay," Pete nodded to the both of them. "I won't officially reprimand you, and I'll allow you to keep your jobs."

"Thank you, sir," Thompson breathed.

"But," Pete lowered his voice in the beginnings of a growl. "Consider this a warning. Don't expect such leniency again, is that clear?"

"Yes, sir," Thompson nodded.

"Fraser?" Pete glanced to Fraser.

"Yes, sir," Fraser agreed.

Pete visibly softened. "Now, as Torchwood agents, you have a job to do. Do you know the way out of here?"

Fraser gave a sharp nod. "Yes, sir."

"Okay. Hand me your radio, Thompson. You two get out of here, get back to Torchwood, and fill everyone else in about our situation. Tell them the weapon has been disarmed and the threat is gone. If there are any problems, radio me."

Thompson reached up and handed Pete his earpiece. "Yes, sir!"

"Good luck," Rose said to them. They needed support; that she could tell. Fraser still had a shocked glint in his eye- he hadn't really wanted to kill Jorax; it had just happened. Rose understood that. And she didn't have anything to add.

"Thankyou," Fraser gave her the ghost of a smile. Thompson glanced at his friend, who nodded back at him, and, with a final departing nod, they jogged off, through the door that the Doctor and the Master had gone through not long ago.

Rose took that opportunity to hug her father, who just as gladly returned it. Pete pulled back first. "Are you okay?"

Rose smiled. "Yeah," she answered. "Are you?"

Pete nodded and grinned. "Yeah." He paused, staring at the Master, who was still crouched over Jorax.

"He shouldn't have died," Rose whispered softly.

"I know," Pete agreed, sombre.

She allowed herself a second to mourn for Jorax.

The Master stood up slowly, brushing dirt off his jeans. He whispered something to the Doctor, who turned towards Rose.

Rose smiled at him, tongue poking through her teeth slightly as per normal.

The Doctor smiled his own crooked smile back at her.

Something out of the corner of her eye made her gasp. A flash of steel and an ice blue stare… "Look out!"

The Doctor spun around quickly, but it was too late. With a snarling grin, Phantom stabbed the knife deep into the Doctor's ribcage.

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The Doctor let out a strangled gasp as Phantom wrenched the knife out with a grin, and blood splattered over Phantom's face, making Phantom's blue eyes stand out eerily.

The Doctor's legs trembled beneath him as he struggled to stay standing. He put a hand over the wound; blood was pouring out, staining his suit. The knife had pierced between two ribs, not far from one of his hearts. A fiery, burning pain erupted from it, making him gasp again.

"Wha… wha…" the Doctor tried to say.

Phantom smirked, blood dripping down his face. "Die." And he thrust the knife forward, oblivious to Rose's screams.

The Doctor could only close his eyes as the knife drew closer.

Knife penetrated flesh.

And the Doctor opened his eyes in shock.

The knife was sticking out of the Master's back.

"No…" the Doctor whispered.

The Master grinned through his pain as Phantom, astonished, had paused. The Master gripped the knife with his left hand, pulling it out and stabbing it into Phantom with one movement.

Phantom gasped for breath, staggering back, the knife planted firmly into one of his hearts. The Doctor could only watch as Phantom fell to the ground not far from them, dead.

The Master collapsed. "D-doc."

The Doctor fell to his knees beside the Master, ignoring the pain, and placing a hand over the Master's wound. "No… not again…"

The Doctor's thoughts were in turmoil. The Master, once again, was in front of him. Dying.

"D-doc?"

The Doctor looked at the Master. Warm blue eyes were dimming to a pale blue shade. "Yeah, I'm here," he said. "Knife wound…just regenerate."

It was like the Master's death all over again.

"C'mon…" the Doctor encouraged, pain and grief clouding his senses. "Regenerate!"

The Master and the Doctor were engulfed in a bright white light for a second, and the Doctor almost laughed with relief.

No one noticed the light coming from Phantom's body. Nor did they notice a man wearing Phantom's bloodstained clothes disappear through a doorway that none of them had known existed.

But when the light surrounding the Master faded, the Doctor's relief ended.

The Master was still bleeding. And his appearance hadn't changed.

The Doctor frowned, sweat dripping down his face. "Wha-what happened?"

The Master's blue eyes met his. "I…" the Master coughed. "I did the transfer."

"What!" the Doctor exclaimed, wincing with pain as his wound flared. "That's impossible. It's a legend. A legend. Children's story."

Once again, the Doctor replayed the Master's death in his mind. It couldn't happen again. It just couldn't.

"Not a children's tale," the Master told him softly. "Not in… this universe anyway."

The Doctor shook his head in despair, tears pooling at the corners of his eyes. "No… it's not true… regenerate!" the last word was yelled, despite the fiery pain that came with it. "Please… regenerate!"

"Can't," the Master whispered. "The tr-transfer… I don't have any regenerations left."

"No…" the Doctor denied. The Master had given up his last regeneration, for the Doctor. For him. The transfer- the giving of one's regeneration to another- was only a myth in the Doctor's universe. A myth. And the Master had just proven it.

The Master gave him a weak grin. "I …always owed you my life."

"No!" the Doctor denied. "There has to be something we can do…"

The Master shook his head weakly. "N-n-nothing."

"But you can't die. You and me… we're like brothers. And we're the last Time Lords of two universes. You can't die."

"S-sorry, Doc," the Master whispered, closing his eyes.

"No…" the Doctor cried out, ignoring his physical pain as he hugged the Master's head closer to him. Tears fell down onto the Master's unmoving features, and the Doctor closed his own eyes, tears leaking out from behind his lids regardless of his best efforts to the contrary.

He put his head next to the Master's.

Thump-thump.

The Doctor's tears halted abruptly. He stared in surprise. The Master wasn't dead yet; just unconscious. With one heartbeat.

Thump-thump.

A heartbeat that was fading fast.

The Doctor closed his eyes again, but this time, he was trying to concentrate. If the Master could give the Doctor the 'transfer', why couldn't the Doctor give the Master his own?

But he'd never been able to control his regenerations before. How was he supposed to do it? He concentrated on the pain the Master had to be feeling, imagining that the Master was glowing…glowing… and getting healed.

Knowing that he was doing it correctly, the Doctor continued to concentrate, ignoring the stabbing pain near one of his hearts.

But he was cut off as an explosion ripped through the back wall of the Doctor's old cell. He stared in shock. From about ten meters away, Rose, her mother and father, Jake and Mickey stood up shakily, having been thrown back by the blast.

As the smoke from the explosion faded somewhat, the Doctor made out the shape of a man he had never seen before, but immediately recognised. So Phantom had regenerated.

"Doctor!" the newly regenerated Phantom yelled, holding up something the Doctor couldn't see properly from where he was.

The Doctor glanced once at the Master. He hadn't finished the 'transfer' yet, so the Doctor had no idea if the Master would live or die.

He might live.

He might not.

But the Doctor knew he needed to see what Phantom wanted. So he whispered a quiet apology to the Master, who was still on the ground, and stood up.

He fell down just as quickly, pain striking through his chest. Breathing shallowly, he used his arms to pull him upright, and someone else's arm supported him as he stood.

Once standing, albeit weakly, he gave a grin to Rose, her arm still assisting him.

"Did Phantom regenerate again?" Rose asked the Doctor as they made their way towards Phantom and outside the building via the gaping hole that was left behind from the detonation.

The Doctor inwardly grinned. Rose was still as perceptive as she had been when they first met. "Yeah. He did. Wait… again?"

Rose seemed to look for words to say. "Long story."

Stepping carefully around the broken and charred pieces of the wall, Rose and the Doctor emerged into daylight. The Doctor breathed in the scent of fresh air, but stopped as a flash of pain reminded him that deep breathing was a bad idea.

Rose glanced at him, concerned, but didn't say anything. The Doctor stopped moving about two meters away from Phantom, surveying the changed Time Lord.

Phantom's new body was about average height, with messy brown hair and a lean build. As the Doctor stared, Phantom stared back with harsh amber eyes. There was something different about Phantom, something that had nothing to do with appearance or new personality. But the Doctor couldn't place it. Just a finger out of reach.

Damn those short fingers.

Phantom didn't grin at the Doctor; instead, he gave the deadliest glare he could. Of course, the Doctor, being the Doctor, completely ignored it.

A scrabbling sound came from behind them, and the Doctor turned to see Jake, Mickey, Jackie and Pete walk out of the half-destroyed cell and into the light.

They stopped as a group just behind the Doctor and Rose. The Doctor, had he not been injured, would have made some flippant remark about the contradictory-ness- if that was a word- of human behaviour. One minute angry, the next respectful. It was completely absurd.

Of course, they were humans. Humans tended to be completely absurd. That was why the Doctor liked them so much.

He settled for raising an eyebrow at them, to which Jackie responded with a concerned type of glare.

He raised his other eyebrow, and lowered the first. Why was Jackie of all people looking concerned? He almost sighed. Yes. That's right. He'd been stabbed. And, sure enough, blood almost completely covered the front of his really nice shirt.

At least the pain was growing a tiny bit more manageable. Thank Rassilon for Time Lord biology. And thank Rassilon for adrenaline- especially in high doses.

"Phantom," the Doctor addressed the Time Lord, rotating back to face him.

"Doctor," was the snarled reply.

"So…" the Doctor continued, moving forwards, not listening to Rose's protests, and ignoring the pain emanating from his chest. "You've regenerated. You look quite a bit shorter, let me tell you. And the eyes… amber, huh? That's certainly new. Amber-eyed Time Lord. Reminds me of cats. I don't much like cats."

Phantom didn't say anything, only twisted his arm behind him to pick up a bottle containing some type of liquid. Phantom, with a menacing glance, upended the bottle's contents over his head. A thick liquid trailed down Phantom's face, down his top, down his sleeves, over the bag he was holding, and ended in a puddle on the ground.

The Doctor didn't need to sniff the air to know it was paraffin oil.

Phantom stared at the Doctor, tossing the empty bottle aside and pulling two things out of the bag. The first was the device the Doctor and Rose had used to get to this universe. The other was a match.

"No!" the Doctor lurched forwards, the sudden jolt of pain knocking him down to the ground.

"Yes, Doctor," Phantom said.

"But…" the Doctor tried to stall, as he slowly got to his feet with Rose's help. "Why go to this length? Why not just try to kill me?"

"It seems I made the right decision," Phantom sneered, "You seem to be… unhappy with the progress of events."

That's for sure. So, Phantom's new regeneration was observant. "Still… why not just try to kill me? You must still have the knife…" the Doctor was irritated by how weak his voice sounded due to his injury.

From behind him, Jackie yelled out, "Don't remind him, you idiot!"

Phantom reached into his pocket and pulled out the knife, staring intently at its blood-stained surface. Then he threw it into the ground, where it balanced on its tip. Phantom returned his gaze to the Doctor. "I have other means by which I can destroy you," he stated.

"But why?" the Doctor continued. "Why go to all these lengths," he gestured to the building, "To get to me?"

Phantom's face contorted into a snarl. "That… Doctor… is none of your concern."

"It's about me, isn't it?" the Doctor asked rhetorically. "Then I have a right to know." At Phantoms blank stare, the Doctor implored, "Oh, c'mon. If you're going to all this trouble to get to me, why not make my guilt levels skyrocket? Why not try to break me?"

To the Doctor's astonishment, Phantom actually paused to consider this. Which gave the Doctor extra time to creep forward, painful step by painful step, towards Phantom.

"You ended the Time War, Doctor," Phantom growled.

"Oh," the Doctor replied. "I thought that was the good part, myself, but do keep going."

"You killed all the daleks. You also killed the Time Lords."

The Doctor sighed inwardly. "Yeah, I did that back in my universe, too."

"There were not many that survived. Eight, to be precise. Myself, the Master, Loranos, the Officer, Jorax, and," here Phantom paused again, a grief-filled snarl coating his features. "And your wife, my wife, and my child."

The Doctor stiffened. "My… wife?"

Amber eyes scrutinised him closely. "Did you get married?"

"I-I…" the Doctor could feel Phantom's stare wearing him down. "I might've," he conceded.

Phantom curled up his nose. "Your wife, upon your death… changed. She tried to kill everybody, saying that the Doctor was whispering encouragements to her. Tell me Doctor… is this insanity? Or could it have been you?"

"There's no life after death," the Doctor denied. "There's nothing."

"You know as well as I do Doctor," Phantom remarked, "That's not what I mean."

The Doctor almost forgot to keep moving forwards. "What did my… wife… do?"

Phantom curled his nose again. "I'm sure you can provide adequate guesses."

"She killed them. Your wife, and your child."

Phantom's amber eyes glistened with unshed tears. "They died… they were killed by your wife… and your wife used the excuse that," Phantom began to tremble with pent-up rage, "That 'the Doctor' made her kill them."

The Doctor suddenly recognised the change in Phantom; the guilt and the overwhelming desire for revenge had taken over his feelings, his emotions, his thoughts. The Doctor shook his head. "You know as well as I do, Phantom, that the dead stay dead." Except, of course, one Captain Harkness, but the Doctor didn't mention that out loud.

Phantom snarled again. "You know Doctor that I am not referring to death."

"My personality?" the Doctor frowned. "My past? My emotions?"

Phantom gave a short nod. "You, yourself, survived the Time War, after destroying all that you loved, am I right?"

The Doctor nodded mutely, another torrent of swirling emotions raging against his conscious.

"You are strong," Phantom told him. "The knowledge that you destroyed your entire race would have broken anyone else."

The Doctor gave a regretful grin, wincing at a sudden harsher flare from his ribcage. "The broken can be healed."

"And the healed are weakened as a result. Tell me, Doctor, how long can you stay healed before it starts cracking again?" Phantom stared him down. "Or have you already started to crack?"

The Doctor couldn't help the snarl that overtook his features at those words. He masked it quickly, but Phantom had already noticed.

"A deep crack?" Phantom suggested, not needing an answer.

The Doctor glared at him, for once unable to form an appropriate retort.

Phantom put the transportation device at his feet, directly into the puddle of oil. Slowly, obviously relishing every moment, he lit the match.

"Don't," the Doctor warned, moving a tiny bit closer. Inch by inch.

"Allow me to have my one, last moment," Phantom lifted the match above his head. "You will spend your life here, on this planet, separated from your universe and your life."

"Don't do this," the Doctor attempted to warn him. Closer… closer… almost there…

"I may not kill you," Phantom told the Doctor, "But I will do this. You will be trapped here. I hope to Rassilon you enjoy it, Sh'lotuk."

Phantom dropped the flaming match.

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TBC…

A/N

G'day all!

Alright, first of all, for all the Aussies or Canadians or American readers out there- paraffin oil is just another word for Kerosene.

Also, yes. The device is not fireproof. Jorax created it; Jorax is evil. He skipped some parts.

Now for a ramble: Some people put 'daleks' in capitals. I don't. Why? Well, do we put the word 'humans' in capitals? No. So why should I put 'daleks' into capitals? 'Cos humans are obviously better than daleks. Although… daleks have cool lights…

Another thing: 'Sh'lotuk' is a made up Gallifreyan word- I have to thank M64for helping me chose a word. I'm sure you readers can give an approximation of what it means :)

Alright, now I've got to go on and thank people.

First and foremost, huge cheers and thanks to those that reviewed last chapter: Doctor-Lost, Talia-Taylor (who reviewed the chapter 10 as well), x-EmilyTennant-x, M64, scme, QuiteRightToo, gaiafreedom21, Sunny angel, NewDrWhoFan, Mini Librarian, Rosie-Jess (who reviewed chapter 9 as well), tylerfan23, The Chibi's Are Stalking Me, Suuki-Aldrea, Kuro the Spork Queen, ILUVHOUSE, kettish, capemaynuts, gaia-x-goddess, rommie-rules and Lovelessheart18.

Second, thankyou to all those that put this story on their favourites lists: Beneath the Rose, Doctor-Lost, Doctors girl, Draco167, DramaQueen1133, I'mTheMasterOfWhatever, ILUVHOUSE, Iriahm, JeMS7, Kaia-S, Kuro the Spork Queen, Lovelessheart18, Lozz Sparrow, Mara Jade Snape, Princess of the Fae, QuiteRightToo, Rose Tyler, Rosie-Jess, Sunny angel, Talia-Taylor, Tara-lov-Dr10, The Chibi's Are Stalking Me, Tigerprime, VampMistress, Wanabee, artistgirl727, awesomepwincess123, captaincatch, caromac, enneisilee, gaia-x-goddess, gaiafreedom21, helenluvsboo, jimmybeam, rommie-rules, sparks733, tylerfan23 and yegbb10.

Due to popular demand of Billie Piper clones and David Tennant clones, John Barrowman clones are now in stock. A John Barrowman clone to all those that put me on their favourite author list: Beneath the Rose, Doctor-Lost, Doctors girl, Draco167, I'mTheMasterOfWhatever, ILUVHOUSE, johnny-B-reading, Lovelessheart18, Lozz Sparrow, Mara Jade Snape, QuiteRightToo, rommie-rules, Rosie-Jess, Talia-Taylor, Tara-lov-Dr10, The Chibi's Are Stalking Me, tylerfan23, VampMistress, Wanabee and x-EmilyTennant-x.

I've also got to thank the people who put me on their author alerts, and the people who put this story on their story alerts.

I love those reviews! Keep the comments coming!

SnowFox3