Thank you for the comments and faves! They are all really appreciated! Please enjoy the next chapter :)

He held his friend in his arms as he knelt, watching him fade away. He begged him not to go, begged him to regenerate, but he wouldn't hear it. He almost smiled before his eyes rolled up into his head and then he let out his final breath.

And then he was dying again. The Doctor could only watch as the gun was fired and the Master doubled over, eyes wide in surprise. The Doctor rushed to him, catching him before he fell and holding him in his arms. "I've got you, I've got you," he said as he brought him gently down.

The Master winced in pain. "Always the women."

"I didn't see her," the Doctor said.

The Master groaned, giving him a weary, cocky smile. "Dying in your arms. Happy now?"

"You're not dying. Don't be stupid. It's only a bullet. Just regenerate," he said, looking from the wound to his friend, waiting for him to start changing.

The Master looked at him. "No," he breathed.

"One little bullet. Come on," the Doctor urged, gripping him tighter.

"I guess you don't know me so well. I refuse," he stated triumphantly, but he sounded weary.

"Regenerate. Just regenerate, please," the Doctor pleaded, growing more desperate as the realization of what the Master intended sunk in. "Please! Just regenerate, come on." He was shaking now.

"I don't want to spend the rest of my life imprisoned with you!" the Master said, his breathing becoming more ragged now, but his resolve remained as strong as before.

The Doctor stared at him desperately, feeling tears welling at the corners of his eyes. "You've got to. Come on. It can't end like this... You and me, all the things we've done." He choked on his words, but he pressed on.

The Master stared up at him, his face twisted as though saddened, but still unrelenting.

"Axons, remember the Axons? And the Daleks..."

The Master's face was drawn into a grimace of pain, staring up into the Doctor's face.

The Doctor cried freely now, sorrow engulfing him. "We're the only two left. There's no one else... REGENERATE!" he cried.

The Master smiled. "How about that?"

The Doctor stared at him with pleading eyes.

"I win." The Master struggled to swallow, grunting and then saying, "Will it stop, Doctor? Hm? The drumming..." His eyes looked haunted. "Will it stop?"

The Doctor watched helplessly as yet again before his eyes, the Master's eyes rolled back and he was gone. He brought him into a tight hug, sobbing and rocking him back and forth. His friend was gone. He was the last. His friend was gone. He cried out, hugging him tighter as sorrow racked his body, mind and soul. In the back of his mind, he heard laughter, cruel, heartless laughter that only made him cry harder. The body in his arms suddenly vanished in fire, leaving him alone in the dark, weeping.

"A fresh wound," Akdevor said gleefully. "I enjoyed that."

The Doctor fought to control his sobs, but he could not stop them. He hugged himself and rocked back and forth, hiding his face in his arms. He was losing this battle and it wouldn't be long before Akdevor gained access to the Time War. He was going to lose.

"You have experienced much sorrow. Now onto fear..."

The Doctor was too weary, too consumed with sorrow to fight him this time. Akdevor entered his mind with no resistance, save for the door in the back of the Time Lord's mind; the Time War. Akdevor opened and closed doors, putting up barriers at certain doors to ensure the Doctor could not enter them. The Doctor was aware that he was only doing this to his good, pleasant memories. Soon he would block every good door in his mind, leaving nothing but his nightmares; the memories that most haunted him.

Akdevor rummaged through until he found another recent memory.

He was on the S.S. Pentallian. The Torajii sun was in his mind, burning too brightly for him to focus or concentrate on anything else. It was screaming at him, enraged and in pain and he felt all of it. He knew he couldn't hold on for long. He was not completely aware of what he was telling Martha to do, but he knew he was asking her to put him into the cryogenic stasis machine, hoping that it would destroy the burning entity in his mind.

Martha had his hand. He heard himself say something, but isn't fully aware of what it was. He screamed as a fresh wave of pain ran through him and his grip on her hand tightened. "I'm so scared," he gasped.

"Just... stay calm!" Martha tried to assure him. "You saved me... now I'll return the favor."

His body was bucking, his whole being desperately trying to fight off the powerful entity in his mind.

"Just believe in me," she said.

"He's burning through me!" he screamed, his mind in a haze of agony. He hardly heard her words. All he could think of was the pain.

"I've got you," she said.

He knew he couldn't hold out, so he tried through his moans and cries of pain to tell her about his regenerations, but she quickly shushed him.

"That's not going to happen," she assured him. "You ready?"

"No," he shouted. His breathing was out of control, his body was on fire and she stepped away from him to start the machine. He had never felt so scared. He felt the bed move into the chamber, heard her pressing buttons and he screamed as the cold stabbed viciously at his body. He screamed until his throat was hoarse.

Suddenly the cold stopped. He felt panic rise. "No! Martha, you can't stop!" he shouted desperately at her. He felt stiff, but all he was aware of was unnatural heat in his body, slowly building back up again.

She sounded concerned as she asked what happened. He didn't hear anything else she said, though, as the pain returned with a vengeance, stealing his mind away to focus on fighting it. Finally, he got a small moment of control. "Martha!" he shouted. "Listen! I've only got a moment! You've got to go!"

"No way," she protests.

"Get to the front!" he shouted and told her to get rid of the fuel. He knew it was the only way to stop the entity, but she kept refusing to leave him. She had to listen! He didn't have time to argue with her! He was burning from the inside out. "Give back what they took!"

"Doctor!"

"Please go!"

He heard her leave. He got up, fighting the pain in his body and head. It was excruciating and he could barely think. He crawled on the floor, feeling the entity scourging his mind. He was so afraid. He crawled and worked his way through the ship, gasping in pain. "Martha!" he called again after what felt like endless hours.

"Doctor!" she replied. She was talking in the intercom. "What are you doing?"

He stopped, realizing with sudden horror that he had given everything he had. "I can't fight it," he gasped. And then he was gone. The entity had him, wrapping him up in burning flames and he heard it use his voice. "Burn with me."

"NO!" he shouted, banishing Akdevor from his mind with what little energy he had left. "Stay out of my HEAD!"

"Look at you. The savior of the universe reduced to a weeping man."

The Doctor fought the tears and sniffed, trying to calm himself.

"How much more can you take? Nothing will satisfy me but your soul, and I will not rest until I have it. Give it to me. It will be less painful for you."

The Doctor ignored Akdevor's taunts and got up from where he had collapsed on his chest, using what little strength remained in his exhausted body to get himself into a sitting position. Then, slowly, on shaking legs, he stood, facing the thick darkness.

"I know what you are," the Doctor said, trying to regain control of his breathing and frantically beating hearts.

"Oh?"

He nodded. "You're one of the Great Old Ones," the Doctor stated. "Well, I say one of them... I really mean a sub-species that originated from them. You're not nearly as powerful."

He could feel the darkness thicken and knew he had struck a chord.

"I'm right then?" he asked the blackness. It was a satisfying thought, knowing that he was getting under Akdevor's "skin".

"I am a great descendant."

"Not as... pure, then, I guess you could say?" he taunted.

"I devour planets whole!"

"Oh really? Then why do you only have one? Why do you hide at the edges of the universe?"

"Do not attempt to mock me, Time Lord. I am the bringer of Pain, Sorrow and Hate. And what are you? You are a lonely, tortured soul, constantly running from his own past for fear of it. I am the mirror, Doctor, showing you the consequences of your existence."

The Doctor made no argument. He knew it to be true. Besides, he wasn't going to waste time defending himself when he had such a small window for poking and pestering, the only thing he could think to do in this moment of reprieve.

"Maybe so... but at least I'm not a pathetic wannabe. I'm full Time Lord. You've only got remnants of your ancestry."

Akdevor was silent for a moment, but the noise that followed make the Doctor's skin crawl. He was chuckling, dark and cruel. "Are you trying to rile me, Doctor? Is that your line of defense? I suppose you plan to taunt and mock me to death?"

"Works most of the time," the Doctor said, putting his hands into his pants pockets.

"I can imagine, but I'm afraid your break is ended. Are you going to fight me, Doctor?"

"Until my last breath," the Doctor replied.

Akdevor laughed. "You will not be so fortunate as to die."

The Doctor stared into the darkness and grinned. "I could if I wanted to..."

Akdevor was silent. "I do not understand," he said at last, sounding very concerned.

"I don't have to live," the Doctor said. "I can die anytime I decide. Didn't you know that? Time Lords don't often mention it. It's one of the Time Lords neater tricks. I can choose to regenerate, or I could choose to die. I could drop dead right here and now if I wanted."

"You would not kill yourself," Akdevor said, though his tone was uncertain.

"Try me. One way or another, I'm going to make sure you lose."

"No, you won't," Akdevor stated and the Doctor noted the sudden increase in confidence.

"What's to stop me?"

"You companions, Doctor. They would be stuck on this planet... stuck with me. Die and they will become Legion, most likely akin to the slaves you saw in the camps. I will make their transformation slow and agonizing, but leave a flicker, so that they can feel the pain of your betrayal towards them."

The Doctor's hearts stopped and any hope he'd had quickly vanish.

"Die and they will suffer a fate beyond any I have dealt out. Live and I will allow them to return to their planet, unharmed."

The Doctor swallowed.

"I do not ask for much, Doctor. You do not even have to stop resisting me, if it is your wish... but when I break you, you must live. In return, they go free, on this I give my word."

The Doctor shut his eyes. If he could not get himself out, or otherwise Martha and Jack couldn't rescue him, they would be trapped here. It would only be a matter of time before Akdevor's Legion found them. He couldn't let that happen. He lowered his head. "Your word?"

"By all of the sorrow, pain and anger, you have my word. Do you still wish to resist me?"

The Doctor straightened up. "I couldn't do it any other way."

"Very well."