** author's note** I'm so sorry this chapter isn't nearly as long as I had written but I've been so sick and haven't been able to type it out. anyway, I hope you enjoy what I did write.
- Kayla xx

The Doctor holds out his hand for me to take and pulls me along outside the window to climb up the fire escape. Step after step with a rather good view of the Doctors bum they make it up to the roof .

"Ahh, a perception filter." The Doctor says dumbfoundedly.

"What is that?"

"A perception filter," The Doctor starts, raising his sonic screwdriver "obviously filters your perception and how your brain sees things." All of a sudden a huge space-like metal dome appears.

"Oh my- Where did that come from?!"

"It's been there for quite sometime, see that's what a perception filter does, it doesn't make something disappear it kind of just makes it where your brain doesn't want to look at it."
The Doctor explains while feeling and inspecting the dome, "It's always there in the corner of your eye you just never bothered to look. Kind of like when you fancy someone and they don't know you exist, yeah, like that."

"Alright, I think I get it. anyway, what is that?" Eileen asks curiously.

"A Raxzlon ship, let's go in, yeah?"

"Have you lost your mind!?"

"No, not yet at least." The Doctor winks, And pulls a lever that opens up a door.
They enter a long hallway that smells more of dust than Eileen's flat, and that says something.

"So explain something to me." The Doctor says

"Alright." Eileen responds skipping a little in excitement.

"You say we're in America, yet you speak with an English accent, why?"

"Oh long story. I moved here not too long ago to, perhaps, find a steady job, or something. It's pretty difficult for me right now." She explains as they turn a corner into what seems to be the mainframe of the ship.

"Wait Doctor," She stops, "If the Raxzlon are up here, on the roof, why are they in the vents?"

"Precisely!"

The interior of the centre of the ship is giant, oddly bigger than she would have thought compared to the outside dome. It's cold and the metal bolts in the ceiling are dripping some liquid. The Doctor separates and walks over to be of the puddles and sniffs it.

"Di-hydrogen Monoxide" he states

"What?"

"Water. Didn't you ever go take first year science." the Doctor teases. strangely the rattling they heard once before from the vents is heard yet again.

"Oh, that's not good." The Doctor says, with what looks like an accidental smile.

"Are you enjoying th-"

"They're coming!" the Doctor chimes in a high pitched, taunting voice, cutting Eileen off.

A Raxzlon bursts out of the ceiling vent,

"WHAT ARE YOU DOING HERE?" HE hissed.

"That thing is speaking English, doctor. Its speaking English." Eileen whispered.

"No the Tardis," she looks at him in confusion, "the big blue box, it's translating everything. we're actually speaking Raxzlon!" he smiles.

"It wasn't that big." Eileen points out.

The Doctor just laughs and turns to the Raxzlon, "I could ask you the same thing."

The alien slithers towards the Doctor sniffing him. "Ooh, interesting..." The Raxzlon gets up into the Doctor's face, hissing his words, revealing his many sharp teeth. "Timelord, last of."

"Doctor, what is he talking about?"

"Not now, Eileen. Explain to me why you're here."

The Raxzlon moves his way to Eileen circling her. "Now I've been watching you..." he snarls "Last of your kind too; all alone." Eileen's eyes begin to swell. "No wonder the Doctor chose you, so much in common."

"Stop it." The Doctor says.

The Raxzlon snaps his head up to look at the Doctor, staring into his empty eyes.
"Why Doctor, is it bothering you? Does it bother you, I know everything about you? Everything you've done?" The Raxzlon was enjoying this and they could hear it in his voice. "Remember Rose, Doctor? Remember what you caused? The one thing you ever loved in this universe is gone."

Eileen looked at the Doctor was staring ahead, trying to ignore every last syllable and horribly failing. Eileen couldn't help but wonder, who was Rose, what did he do to her?

"Please, stop." The Doctor's eyes became glossy, but he never lost his gaze. The Raxzlon took this opportunity to break him down.

"You were so in love with that mortal, first love, wasn't it? And yet you still never told her. Rose I-, Rose I-, Rose I-" The Raxzlon taunted "Pathetic."

"STOP IT!" Eileen pleaded just before another Roxzlon came up behind her and snatched her enveloping her in it's black, thick tail. Eileens screams caused the Doctor to break his gaze.

"WHAT ARE YOU DOING?" He yelled running towards her.

"Oh this is just the begining Doctor! Lovely meeting you!" The Raxzlon taunted as the slid into the vent.

"DOCTOR" Eileen screamed

"I'M COMING FOR YOU EILEEN, I PROMISE!" He began to panic searching through the room for things to help lift him into the vent when one of the screens in the room lit up revealing one of the Raxzlon.

"Doctor.." It hissed through it's long teeth, "We've been alone for so long, just the two of us. As you know, our source of supplement was taken when you came along, nobody was afraid! You brought hope and in soon enough time, every last one of us starved."

"Except for you two." The Doctor stated, closely watching the screen for any sign of Eileen.

"Obviously. We were able to get a ship and get out to find what we needed. So now, not only have we found a perfect food source on this perfectly underdeveloped and afraid planet, we get to take everything you love just as you did to us. One more thing," The Raxzlon moved out of the way revealing Eileen tied up on the floor, "We thought you might like to see this." it grinned, proud of it's doings. The Raxzlon behind the one speaking wrapped itself aound Eileens head and began to slightly squeeze, shitting it's eyes as if it were an addict injecting a very much needed dose.

The Doctor's hearts dropped into his stomach as the screen shut off but Eileen's screams peirced his ears throught the vent. They were feeding on her fear and bad memories and sadness. He found an odd metal looking box and used all his strength to push it across the metal floor screeching with every push. Once he got the box in the appropriate position he climbed a top and squeezed himself through the vent. Memories flooded his mind as he remembered all the people who died for him when he was supposed to be saving them. He almost couldn't think straight until he came to an opening, he looked down to see Eileen Uncouncious on the floor sprawled out and no Raxzlon to be seen.

"Eileen.." he whispered climbing down from the ceiling. "Eileen, hey wake up." He put his hand to her wrist only feeling a slight pulse. Her eyes fluttered a bit before opening up in a sleepily way.

"Doctor.." She struggled to speak "The Raxzlon they're using that machine to.. to harness the population's fears and they said it will slowly eat away at their minds turning thappy memories into bad ones so they can feed on them too. Once the feed on everything the person dies. Doctor," She coughed and sputtered, "I don't have anything left, you need to find them."

"No.. No Eileen stop. You're sad, I know, I can feel it, but there are happy things in that pretty little head of yours." He poked at her head trying to force a smile holding back tears.

"Doctor... Is it wrong that I don't want to live anymore?" A tear rolled down her cheek which was wiped away by the Doctor's thumb.

"Not at all, that feeling comes and goes, but when it decides to go, I mean Really go, oh my darling, my sweet Eileen, it is the best feeling and that feeling is so worth living for."

Eileen's eyes began to close. "NO, NO EILEEN, stay with me! Listen to me, squeeze my hand, Itt's going to be alright, I promised." He cradled Eileen in his arms, tears rolling off his cheeks hitting her face. He felt for her pulse again, but this time, nothing.

"Please.." he whispered