The Beast Below

Amy floated amongst the stars, in her nightgown and robe with her hair waving around her softly, outside the TARDIS door as the Doctor held her ankle, both him and the Professor watching her float about.

"Come on, Pond," the Doctor pulled her back inside.

"NOW do you believe us?" the Professor laughed.

"Ok, your box is a spaceship," Amy nodded, "It's really, really a spaceship. We are in space! Whoo! What are we breathing?"

"I've extended the air shell, we're fine."

The Doctor glanced down to see something and squatted, "Now, that's interesting…" they both looked down to see they were flying over another, much larger spaceship with quite a few buildings enclosed in it, like a small city.

"29th Century," the Professor analyzed it before turning to Amy, "Solar flares roast the Earth and the entire human race turns to the stars," the Doctor walked back to the console, setting it up to land on the ship, the Professor moving to help him.

"And moves out till the weather improves," the Doctor nodded, "Whole nations..."

"Doctor?" Amy called.

"...migrating to the stars."

"Professor?"

"Isn't that amazing?"

"Help!" Amy shouted.

The Professor laughed and jogged over to the door, reaching out to grab the girl's hand as she clung to the top of the TARDIS, "Come on. We've found a spaceship!"

She led Amy over to the monitor of the console, the Doctor bringing up footage of the ship, "This is the United Kingdom of Britain and Northern Ireland, all of it, bolted together and floating in the sky," the Doctor explained, "Starship UK. It's Britain, but metal. That's not just a ship, that's an idea. That's a whole country, living and laughing and...shopping…" Amy chuckled as the picture cut to a marketplace-like area, "Searching the stars for a new home," his smile grew a bit more sad, thinking of their own journey to the stars now that their home was gone.

"No," the Professor shook her head, looking at the screen thoughtfully.

"No?" the Doctor looked at her, confused.

She just turned to him, smiling softly, "Not looking for a new home, looking for a new planet," he just continued to stare so she placed a hand on his cheek, stroking it as he started to smile, "I think they've already found a home," she gave him a meaningful look that made his hearts burst.

He nodded, reaching up to take her hand in his, dropping a kiss onto her palm, "Yes, I think they have."

"Can we go out and see?" Amy cut in a bit, disturbing their moment.

"'Course we can," the Doctor turned to her, though his arm wrapped around the Professor, "But first, there's a thing."

"A thing?"

"An important thing. In fact, thing one," he pulled a magnifying glass towards him and looked at her through it, "We are observers only. That's the one rule I've always stuck to in my travels."

"Yes Amy," the Professor said sarcastically, "He never get involved in the affairs of other peoples or planets."

"Exactly!" he nodded, completely missing the sarcasm which made Amy laugh, when he pulled away from the Professor slightly, noticing something on the monitor, "Ooh! That's interesting."

They frowned, seeing a young girl in a red sweater on the screen, crying.

Amy frowned, seeing the girl, "So we're like a wildlife documentary, yeah? 'Cos if they see a wounded little cub or something, they can't just save it, they've got to keep filming and let it die. That's got to be hard. I don't think I could do that. Don't you find that hard, being all, like, detached and cold?" suddenly the Doctor appeared on screen with the girl before she ran away, "Doctor?"

The Doctor looked at the camera and waved them over.

"Hate you!" the Professor called.

"No you don't," he grinned at the camera.

The Professor just shook her head and led Amy to the doors, "I need to put a leash or a bell on him or something," she muttered as they stepped out. She never should have given him those pointers on the art of stealth.

"Welcome to London Market," they heard over the loudspeaker, "You are being monitored."

Amy looked around in wonder, seeing stars through an arched glass ceiling. The market was full of stalls and booths, almost very contemporary, "I'm in the future," she breathed as the Doctor walked over to them, "Like hundreds...of years in the future. I've been dead for centuries."

"Oh, lovely," he rolled his eyes, "You're a cheery one. Never mind dead, look at this place. Isn't it wrong?"

"What's wrong?"

"Use your eyes, notice everything," the Professor stated, as though recalling an age old lesson.

The Doctor reached out and took her hand, squeezing it, knowing she must be thinking back on her time at the Academy, but she just smiled at him in a reassuring way that could only make him smile back. It seemed…this regeneration had moved past the torment her previous selves had endured more than ever.

"What's wrong with this picture?" he turned to Amy.

"Is it...the bicycles?" she pointed to one as it drove by, "Bit unusual on a spaceship, bicycles."

"Says the girl in the nightie."

"Oh, my God! I'm in my nightie."

"Come on Amy, look around you," the Professor encouraged, "Actually look."

The Doctor squeezed her hand again, "Give her a hint love," he whispered, leaning closer to nuzzle the side of her face, making her close her eyes and smile at the sensation, "Your eyes are better than anyone's."

She gave a little laugh at the familiar words and placed her hand on his cheek again, pushing him back just a bit so she could look at him, "I'm not so sure about that anymore," she smiled as he looked confused, such an adorable expression on his new face, "Your eyes are rather spectacular," and it was true. They were a gorgeous green that she could tell she'd easily get lost in.

He smiled at her and leaned in, giving her a kiss...until Amy cleared her throat, and they pulled away.

"London Market is a crime free zone," the loudspeaker reported.

"Life on a giant starship, back to basics," the Doctor began, clearing his throat, they probably should try to focus on the problem at hand, "Bicycles, washing lines, windup street lamps, but look closer. Secrets and shadows, lives led in fear. Society bent out of shape, on the brink of collapse. A police state...excuse me," he walked over to a nearby table and took a glass of water from one of the people sitting there. He set it on the floor and looked at it intently before putting it back on the table, "Sorry. Checking all the water in this area. There's an escaped fish," he tapped his nose and rejoined Amy and the Professor, "Where was I?"

"Society bent out of shape," the Professor recalled, "On the brink of collapse, a police state…"

"Why did you just do that with the water?" Amy frowned.

"Don't know," he shrugged, "I think a lot. It's hard to keep track. Don't know how you do it," he winked at the Professor.

"I just think faster than you," she smirked at him jokingly.

He laughed, clapping his hands before he tucked her arm in his, "Now, police state, do you see it yet?"

"Where?" Amy frowned.

"There," the Professor pointed to the crying girl on the bench as they moved to sit on another bench a few rows away from her, watching as everyone just walked past her, ignoring her.

"One little girl crying. So?"

"Crying silently," she corrected.

"Children cry 'cos they want attention, 'cos they're hurt or afraid," the Doctor explained, "When they cry silently, it's 'cos they just can't stop. Any parent knows that."

"Are you parents?" Amy eyed them.

The Doctor just swallowed but didn't answer, the Professor subtly taking his hand in her own, "Hundreds of parents walking past this spot and not one of them's asking her what's wrong, which means..."

"They already know," the Professor continued, "And it's something they don't talk about."

"Secrets. They're not helping her, so it's something they're afraid of."

"Shadows. Whatever they're afraid of, it's nowhere to be seen…"

"Which means it's everywhere."

"Ergo, a police state."

Amy shook her head at them, "Ok, you two really need to stop doing that."

"Sorry," they said at once.

The little girl got up as a lift bell rang and ran off.

"Where'd she go?" Amy frowned.

"Deck 207, Apple Sesame Block, Dwelling 54A," the Doctor said, "You're looking for Mandy Tanner. Oh," he reached into his pocket, "This fell out of her pocket when I accidentally bumped into her…" he handed Amy the girl's ID wallet, "Took me four goes."

"I'll give you pointers on pick pocketing later," the Professor patted his leg, her gaze focused on a set of booths by the lift, smiling figures inside them, "Ask her about those things," she nodded at the figures, "They're everywhere."

"But they're just things," Amy shook her head, not following.

"They're clean. Everything else here is battered and filthy but those things, they look like new. No one's laid a finger on those booths. There's not a footprint within two feet of them."

The Doctor nodded, "Ask Mandy, 'Why are people scared of the things in the booths?'"

"No," Amy shook her head, "Hang on, what do I do?" she whispered, "I don't know what I'm doing here and I'm not even dressed!"

"It's this or Leadworth. What do you think? Let's see. What will Amy Pond choose? Ha ha, gotcha!" he checked his watch, "Meet back here in half an hour."

"What are you going to do?"

"What I always do. Stay out of trouble," he stood up.

"Oh, this I must see," the Professor stood up as well, laughing, "Him, actually staying out of trouble."

"I can do you know," he remarked.

She raised an eyebrow at him, "The last time you said you would stay out of trouble we ended up getting run out of Henry II's court with a death warrant out for us."

"Ok, ok," he sighed, "So I stay out of trouble badly."

"I'll say," she laughed and turned to Amy, "We'll see you in half an hour Amy," before linking the Doctor's arm with hers and pulling the sullen child off.

"So is this how it works?" Amy called after them, getting up, "You never interfere in the affairs of other peoples or planets, unless there's children crying?"

"Yes," the Doctor nodded, turning to walk off with the Professor, leaving, and trusting, Amy to her task.

~8~

The Doctor and Professor climbed down a ladder into the maintenance corridor of the ship, the Professor placing her hand on the wall before leaning in to listen.

"Can't be…" she whispered, looking at the Doctor, slightly alarmed.

He quickly pulled out the sonic and flashed around, trying to get a reading, when he noticed a glass of water on the floor. He laid down and stared at it when someone walked forward.

"The impossible truth in a glass of water," a woman in a red cloak and white mask whispered to them, "Not many people see it," he stood up and she looked at them, "But you do, don't you, Doctor, Professor?"

"You know us?" the Doctor asked, eyeing the woman.

"Keep your voice down!" she hissed, "They're everywhere. Tell me what you see in the glass."

"Who says we see anything?"

"Don't waste time. At the marketplace, you placed a glass of water on the floor, looked at it, then came straight here to the engine room. Why?"

They exchanged a glance before the Professor spoke, "No engine vibration on deck. With a ship this size and an engine this big, you would feel it. The water would move."

"So...we thought we'd take a look," the Doctor turned to a power box on the wall and opened it, fiddling with the cut cables, "It doesn't make sense. These power couplings, they're not connected. Look. Look, they're dummies, see?" he crossed the hall and knocked on the wall, "And behind this wall, nothing."

"It's hollow," the Professor nodded, "If we didn't know better, we'd say there was..."

"No engine at all," the woman cut in.

"But it's working," the Doctor shook his head, "This ship is travelling though space. We saw it."

"The impossible truth. We're travelling among the stars in a spaceship that could never fly."

"How?" the Professor asked, though she could feel excitement and curiosity bubbling in her.

"I don't know. There's a darkness at the heart of this nation. It threatens every one of us. Help us. You're our only hope. Your friend is safe," she handed the Doctor a device, "This will take you to her. Now go, quickly!" she turned and walked away.

"Who are you?" he called, "How do we find you again?"

She stopped and turned to face them, "I am Liz 10. And I will find you."

There was a crashing sound and they looked up only to see the woman was gone when they turned back.

"She's good," the Professor muttered, before they headed off, following the device.

~8~

The door to a voting booth opened and they stood in the threshold, looking at Amy as she wiped a tear from her eye, before turning to a set of televisions playing some sort of message from what looked like herself.

"Amy?" the Professor frowned, trying to see the screens when Amy turned them off.

"What have you done?" the Doctor asked.

She swallowed hard, "I don't know. I can't remember."

The Doctor walked into the room and stepped onto the chair inside it, sonicing the lamp dangling above it as the Professor went to the televisions and inspected them.

"Yeah, your basic memory wipe job," he sighed, "Must have erased about 20 minutes," he jumped to the floor.

"But why would I choose to forget?" Amy frowned.

"'Cos everyone does," Mandy said, having been waiting outside the booth after following Amy there when a set of guards knocked her out and dragged her off, "Everyone chooses the 'forget' button."

"Did you?" the Doctor eyed her.

"She's not eligible to vote yet," the Professor called, assessing the girl quickly, "She's...12?"

Mandy nodded, "Any time after you're 16, you're allowed to the see the film and make your choice. And then, once every five years..."

"And once every five years, everyone chooses to forget what they've learned," the Doctor sighed, "Democracy in action," he moved to join the Professor at the monitors.

"How do you not know about this?" Mandy eyed them, "Are you Scottish too?"

"Oh, we're way worse than Scottish."

"We can't even see the movie," the Professor nodded, crinkling her nose at the screens, "Won't play for us."

"It played for me," Amy countered.

"The difference is that the computer doesn't accept us as human."

"Why not?" Amy asked and they looked at her, "You look human."

"No, you look Time Lord. We came first."

"So there are other Time Lords, yeah?"

"No," the Doctor replied solemnly, "There were, but there aren't...just us now. Long story. There was a bad day. Bad stuff happened, and you know what? We'd love to forget it all, every last bit of it, but we don't. Not ever. 'Cos this is what we do, every time, every day, every second. This. Hold tight. We're bringing down the government."

He pounded down on the 'protest' button and the door slammed shut, sealing Mandy outside. The smiling figure in a booth in the back of the room spun its face around to a very angry one. The Professor grabbed Amy's arm and pulled her back to the corner of the room with the Doctor as the floor began to slide open.

"Say, 'Wheee!'" she laughed, grinning widely, the Doctor beaming at her excitement.

"Argh!" Amy screamed as they fell down a chute and into a large, smelly room with rubbish floating in some sort of liquid, covering them in it. The Doctor and Professor leapt to their feet and looked around.

The Professor scrunched her nose as the smell of rotten food assaulted her, the Doctor giving her a little peck on her nose before turning to sonic their surroundings.

"High speed air cannon," the Professor turned to Amy, helping her up.

"Lousy way to travel," the Doctor nodded.

"Where are we?" Amy looked around.

"600 feet down," the Professor replied, "20 miles laterally."

"Puts us at the heart of the ship," the Doctor considered, "I'd say...Lancashire. What's this, then, a cave?" he looked at the Professor.

"Can't be a cave."

"Looks like a cave."

"But it's not a cave."

"It's a rubbish dump," Amy grimaced, "And it's minging!" she tossed a piece of rubbish away.

"Yes, but only food refuse," the Professor sniffed just a bit, "Organic, coming through feeder tubes from all over the ship."

Amy stumbled to her knees and felt around, "The floor's all squidgy, like a water bed."

The Professor looked down at the 'floor,' already knowing what it was the girl was feeling, having felt it when they hit the so-called floor.

"But feeding what, though?" the Doctor frowned.

"It's sort of rubbery, feel it. Wet and slimy."

"It's not a floor, Amy," the Professor frowned as a small groan reached them, the Doctor's eyes widened as he realized where they were as well, "It's a..."

"So..." the Doctor cut in, putting the sonic away.

"It's a what?" Amy stood.

The Doctor and Professor shared a glance before he spoke, "The next word is kind of the scary word. Take a moment. Get yourself in a calm place," he took her hands, "Go 'omm.'"

"Omm…"

"It's a tongue," the Professor told her.

"A tongue?"

"A tongue," she nodded, excited.

"A great big tongue!" the Doctor laughed.

Amy though, was feeling none of that, "This is a mouth? This whole place is a mouth? We're in a mouth?"

"Yes, yes, yes, but on the plus side, roomy."

"How do we get out?"

The Doctor pulled out the sonic once more, "How big is this beastie? It's gorgeous! Blimey!" he smiled at the Professor, "If this is just the mouth, I'd love to see the stomach."

"Though not right now!" she called out, hearing a grumble.

"How do we get out?" Amy asked them.

"Ok," the Doctor nodded, getting back to task.

"It's being fed through surgically implanted feeder tubes," the Professor rationalized, "So the normal entrance is..."

They turned, only to see a set of sharp teeth, closed.

"Closed for business," the Doctor remarked.

"We can try, though…" Amy headed for the mouth.

"No! Stop, don't move!"

The mouth heaved in agitation.

"Too late," the Professor turned to the Doctor, "It's started."

"What has?" Amy frowned.

"Swallow reflex."

They slipped and fell as the tongue moved beneath them. The Professor grabbed the sonic and started to scan the walls of the mouth.

"What are you doing?" Amy shouted.

"I'm vibrating the chemo-receptors," she replied.

"Chemo-what?"

"The eject button."

"How does a mouth have an eject button?"

"Think about it!" the Doctor shouted as the creature growled, a wave of bile heading straight towards them, "Right, then," he straightened his bow tie, "This isn't going to be big on dignity," he took the Professor's hand and they faced down the bile, "Geronimo!"

There was a grunt and a splash.

~8~

Amy blinked as she came to in a sort of gray hallway, smiling figures in booths behind her, a door at the end of it.

"There's nothing broken," the Doctor called as he examined the door with the sonic.

"There's no sign of concussion," the Professor added.

"And yes, you are covered in sick."

"Where are we?" she frowned.

"Overspill pipe," the Professor glanced around.

Amy stood up, grimacing, "Oh, God, it stinks."

"That's not the pipe," the Doctor told her.

"Oh…" she sniffed herself, nearly gagging, "Whoo! Can we get out?"

"One door, one door switch, one condition," he moved aside to show her a button that said 'forget' on it, "We forget everything we saw. Look familiar? That's the carrot…" the lights came on to illuminate the two smiling figures in the booths, "Ooh, here's the stick. There's a creature living in the heart of this ship. What's it doing there?" he walked over to the smilers as their faces spun to angry.

"No," the Professor shook her head at them as she moved to join the Doctor, "That's not going to work on us."

"So come on. Big old beast below decks, and everyone who protests gets shoved down its throat. That how it works?" their faces turned to very angry.

"Stop it. We're not leaving and we're not forgetting."

"And what are you fellows going to do about it? Stick out your tongues?"

The booths opened and the figures stepped out, walking towards them. Amy and the Doctor backed away as the Professor just grabbed her blaster, firing at one as a blast came from behind them, hitting the second.

They turned to see the woman in the red cloak with a pistol in her hand, sans mask. She twirled her gun and placed it in a holster at her hip.

"Nice shot," the woman smiled at the Professor.

"Likewise," she nodded.

The woman grinned and glanced at Amy, "You must be Amy. Liz. Liz 10."

"Hi," Amy moved to shake her hand.

"Ergh!" she grimaced, wiping her hand on her cloak, "Lovely hair, Amy. Shame about the sick," she turned and headed towards the door where Mandy was standing, "You know Mandy, yeah?" she put her arm around Mandy's shoulder, "She's very brave."

"How did you find us?" the Doctor asked.

"Stuck my gizmo on you," she tossed him the device she'd been using to track the other device she'd given him, "Been listening in. Nice moves on the hurl escape. So, what's the big fella doing here?"

"You're over 16, you've voted. Whatever this is, you've chosen to forget about it."

"No. Never forgot, never voted. Not technically a British subject."

"Then who and what are you, and how do you know us?"

"You're a bit hard to miss, love. Mysterious strangers, MOs consistent with higher alien intelligence, one with a blaster, one with the hair of an idiot..." the Doctor pointed, about to argue before running his hand through his hair instead, "I've been brought up on the stories. My whole family was."

"Your family?"

"Doctor," the Professor shook her head with a fond smile, it should be obvious, "Liz 10? Elizabeth the Tenth!"

"The one and only," Liz grinned, when one of the smilers began to move, "They're repairing. Doesn't take them long. Let's move," she turned and quickly led them out of the overspill pipe and through the lower corridors, "The Doctor and the Professor. Old drinking buddy of Henry XII. Tea and scones with Liz II. Vicky was a bit on the fence about you though Doctor, weren't she? Knighted and exiled you on the same day. And so much for the Virgin Queen after you invited Jack to the wedding, the bad, bad boy!"

"Liz 10!" the Doctor laughed, shaking his head at how he hadn't realized who she was earlier.

"And down!" she turned around as they ducked and fired both pistols at two smilers, the Professor taking out a third from her crouched position, "I'm the bloody Queen, mate. Basically, I rule," she smirked, turned, and walked into another corridor, past an vator shaft that was blocked off, "There's a high speed Vator through there…" the Doctor and Professor stopped to look in the blocked shaft where two tentacle-like things were slamming against the bars that blocked it, "Oh, yeah. There's these things. Any ideas?"

"I saw one of these up top," Amy mentioned, "There was a hole in the road, like it had burst through, like a root."

"Exactly like a root," the Professor nodded sadly, "It's all one creature, the same one we were inside, reaching out. It must be growing through the mechanisms of the entire ship."

"What?" Liz frowned, "Like an infestation?"

"Someone's helping it," the Doctor shook his head, "Feeding it."

"Feeding my subjects to it. Come on. We've got to keep moving," she stormed off with Mandy, angry, as the trio stood back.

"Doctor?" Amy frowned, seeing the look on his face, "Doctor, are you alright? Professor?"

"Do you need to touch it?" the Doctor looked at the Professor, ignoring Amy for the moment.

"No," she swallowed hard, "I know exactly what it is."

And then…he saw it in her mind…

"Oh, Amy," he sighed, "We should never have come here."

Amy frowned, watching as they joined hands and walked off, slowly moving so they had their arms around the other's waist in comfort.

~8~

The Doctor walked carefully though the maze of glasses full of water on the floor of Liz's quarters, the Professor leaning against the bedpost as she turned Liz's porcelain mask over in her hands.

"Why all the glasses?" he asked.

"To remind me every single day that my government is up to something and it's my duty to find out what," Liz replied from where she was sitting on the bed.

"A queen going undercover to investigate her own kingdom?" he walked over, standing beside the Professor and looking at the mask as well.

"Secrets are being kept from me. I don't have a choice. Ten years I've been at this, my entire reign, and you've achieved more in one afternoon."

"How old were you when you came to the throne?"

"40. Why?"

Amy turned from putting her hair up, now clean, to look at Liz, "What, you're 50 now? No way!" she walked over to sit beside Mandy on a chest at the foot of the bed.

"Yeah, they slowed my body clock. Keeps me looking like the stamps."

The Professor moved to sit on the side of the bed, still holding the mask, as the Doctor asked, "And you always wear that in public?"

"Undercover's not easy when you're me. The autographs, the bunting…"

"Air balanced porcelain," the Professor held it up to look at Liz through the eyes of it, "Stays on by itself, because it is perfectly sculpted to your face."

"Yeah. So what?"

"Oh, Liz. So everything."

The door opened and four hooded men in black robes entered.

"What are you doing?" Liz demanded, outraged, as she got off the bed to face them, "How dare you come in here?"

"Ma'am, you have expressed interest in the interior workings of Starship UK," one of the hooded men, a black man, told her, "You will come with us now."

"Why would I do that?" the man's head spun to show an angry smiler, "How can they be smilers?"

"Half smiler, half human," the Doctor explained.

"Whatever you creatures are, I am still your queen. On whose authority is this done?"

"The highest authority, Ma'am," the smiler stated.

"I AM the highest authority."

"Yes, Ma'am. You must go now, Ma'am."

"Where?"

"The Tower, Ma'am."

~8~

The small group was escorted to a large stone room with high-tech machines scattered around, a well-like opening in the center with a pink lump inside it, a large needle looking object above it periodically sending electrical pulses at it.

"Where are we?" Amy asked, looking around.

"The lowest point of Starship UK," the Professor said as her gaze locked on the pink lump.

The Doctor spun around, his arms out, "The dungeon."

"Ma'am," a gray haired man in glasses greeted the queen.

"Hawthorne!" her eyes widened, "So this is where you hid yourself away. I think you've got some explaining to do."

"There're children down here," the Professor frowned, looking at a few children milling about.

"What's all that about?" the Doctor looked at Hawthorne.

"Protesters and citizens of limited value are fed to the beast," he replied, "For some reason, it won't eat the children. You're the first adults it's spared. You're very lucky."

"Yeah, look at us. Torture chamber of the Tower of London. Lucky, lucky, lucky."

"Except it's not a torture chamber, is it?" the Professor examined the equipment.

"Well, except it is."

"Except it isn't."

"Depends on your angle."

"What's that?" Liz looked down at the lump.

"Well, like I said, depends on the angle."

"It's either the exposed pain center of the beast's brain, being tortured relentlessly..." the Professor swallowed hard, looking down at it.

"Or?" Liz asked.

"Or it's the gas pedal, the accelerator, Starship UK's go faster button," the Doctor added.

"I don't understand."

"Don't you?" the Doctor eyed her, "Try, go on."

"The spaceship that could never fly," the Professor helped, "No vibration on deck."

"This creature, this poor, trapped, terrified creature. It's not infesting you, it's not invading…"

"It's what you have instead of an engine."

"And this place down here is where you hurt it, where you torture it, day after day, just to keep it moving."

The Professor flinched as another electrical beam shot down at it, feeling tears prickling behind her eyes, "Tell you what," she moved past the Doctor, snatching the sonic from his coat, and over to another well, kicking off a grate so its tentacle shot up, "Normally, it's above the range of human hearing. This is the sound none of you wanted to hear!" she flashed the sonic on and they could all hear the creature screaming.

"Stop it," Liz begged.

The Professor glared at her a moment, before stopping, "You know, you're lucky you couldn't hear it."

"Why?"

"It is far kinder to not hear it and be ignorant than to hear it and ignore it," she replied, glancing at the Doctor, "Did you know, Krillitanes can make themselves deaf at will?"

His jaw tensed and he immediately moved to her side, pulling her to him, hugging her tightly as he rubbed her back, knowing she could empathize with the creature almost exactly.

"Who did this?" Liz turned to Hawthorne, demanding.

"We act on instructions from the highest authority," Hawthorne replied.

"I am the highest authority. The creature will be released, now. I said now!" no one moved, "Is anyone listening to me?"

"Liz," the Doctor called, taking the mask the Professor still held in her hand, "Your mask."

"What about my mask?"

He tossed it to her, "Look at it. It's old. At least 200 years old, I'd say."

"256 actually," the Professor told him quietly.

"Yeah, it's an antique, so?" Liz shook her head.

The Professor looked at her, "An antique made by craftsmen over 200 years ago and perfectly sculpted to your face?"

"They slowed your body clock, alright, but you're not 50," the Doctor added, "Nearer 300. And it's been a long old reign."

"Nah, it's ten years," she tried to wave it off, "I've been on this throne ten years."

"Ten years," he agreed, "And the same ten years over and over again," he gave the Professor a kiss on the side of the head before stepping away from her and taking Liz's hand, pulling her away, "Always leading you..." he showed her a voting booth of her own, where two buttons, 'forget' and 'abdicate,' were displayed, "Here."

"What have you done?" Liz breathed, looking at Hawthorne in horror.

"Only what you have ordered," he replied, "We work for you, Ma'am. The Winders, the Smilers, all of us," he reached over and turned on the screen.

Liz appeared on it, "If you are watching this...if I am watching this, then I have found my way to the Tower of London," the real Liz sat down, "The creature you are looking at is called a Star Whale. Once, there were millions of them. They lived in the depths of space and, according to legend, guided the early space travelers through the asteroid belts. This one, as far as we are aware, is the last of its kind. And what we have done to it breaks my heart," they watched on in silence, "The Earth was burning. Our sun had turned on us, and every other nation had fled to the skies. Our children screamed as the skies grew hotter. And then it came, like a miracle. The last of the Star Whales. We trapped it, we built our ship around it, and we rode on its back to safety. If you wish our voyage to continue, then you must press the 'forget' button," Liz looked at it, "Be again the heart of this nation, untainted. If not, press the other button," she looked at the other one, "Your reign will end, the Star Whale will be released, and our ship will disintegrate. I hope I keep the strength to make the right decision."

"I voted for this?" Amy breathed, utterly horrified, before looking at the Doctor, "Why would I do that?"

"Because you knew if we stayed here, we'd be faced with an impossible choice," the Doctor replied, "Humanity or the alien. You took it upon yourself to save us from that."

"And that was wrong," the Professor looked at her, "You don't ever decide what we need to know."

"I don't even remember doing it," Amy argued.

"You did it. That's what counts."

"I'm...I'm sorry."

"Oh, we don't care," the Doctor very nearly sneered, "When we're done here, you're going home."

He walked away, taking the Professor's hand in his own as he passed her, walking with her over to the equipment which they began adjusting.

"Why?" Amy followed them, "Because I made a mistake? One mistake? I don't even remember doing it. Doctor!"

"Yeah. I know. You're only human."

"What are you doing?" Liz asked quietly, walking over to them.

"The worst thing we'll ever do," the Doctor told her, "We're going to pass a massive electrical charge through the Star Whale's brain. Should knock out all its higher functions, leave it a vegetable. The ship will still fly, but the Whale won't feel it."

"That'll be like killing it," Amy frowned.

"Look, three options. One: we let the Star Whale continue in unendurable agony for hundreds more years. Two: we kill everyone on this ship. Three: we murder a beautiful, innocent creature as painlessly as we can. And then...I find a new name, 'cos I won't be the Doctor anymore."

"There must be something we can do, some other way," Liz shook her head.

"Nobody talk to me. Nobody human has anything to say to me today!"

Amy and Liz jumped back at that, startled at his reaction, at the anger in his voice.

"You can't possibly imagine what it's like," the Professor added quietly to them, "To be tortured because someone wants something from you."

"And you can?" Amy glared at the Professor, tears in her eyes, angry at everything, at the Doctor's anger, at having to go back home…

The Professor turned to her, "Yes. I can. And I have Amy. Almost exactly like the Star Whale as a matter of fact," Amy blinked, stunned, "And this…leaving it a vegetable…that would be a mercy."

The Doctor grabbed her hand, holding it tightly as tears filled her eyes, recalling the horror the Krillitanes inflicted on her. He closed his eyes, feeling the guilt rise up within him. He hadn't saved her soon enough. He hadn't known, he hadn't sensed her, he hadn't been able to protect her like he'd promised himself. He hadn't saved her in time from the Krillitanes, he couldn't even save the Star Whale from the humans because they needed this ship to continue flying. But he could try to end its suffering at least.

'You did save me,' the Professor's voice whispered in his mind as she squeezed his hand, 'From so much,' he scoffed lightly, 'From the Krillitanes, from my fears, from my regeneration, Theta...' he looked up at her, 'You always find me. You always save me. I love you Theta, so much.'

He couldn't help but smile a bit at her words, at the emotions drifting over to him from her, how safe she felt around him, how calm, how secured, happy, protected, loved...he nodded, taking her words in, 'I love you too Kata.'

She nodded as well, 'Now let's save the Whale too.'

He took a breath and they got to work.

So caught up in their mental moment were they, they didn't even notice Amy turn around and walk to the back of the room, filled with grief for the Whale and the Professor alike.

~8~

The Doctor and Professor were working on the equipment, trying to get it set up to knock out the Whale in a single move, not wanting to cause it any more undue pain. The Doctor periodically would touch her shoulder as she got a flash of empathy for the Whale whenever it would jolt.

Amy looked on sadly, watching them, as she and Mandy sat against the back wall.

"Timmy!" Mandy shouted, drawing the Professor's attention up a moment as Mandy ran to a little boy, "You made it, you're ok!" but Timmy was silent, "It's me, Mandy."

The Professor frowned, watching warily as the tentacles began to pet Mandy and Timmy before glancing over at Amy who was watching intently for a moment before she gasped and jumped to her feet, running over.

"Doctor, Professor, stop!" she called, "Whatever you're doing, stop it now!" she then turned and ran to Liz, "Sorry, Your Majesty, going to need a hand," she grabbed Liz's arm and pulled her towards the booth.

"Amy, no!" the Doctor ran around the equipment, "No!" she slammed Liz's hand down on the 'abdicate' button and the Whale bellowed, shaking the ship, "Amy, what have you done?"

"Nothing at all," Amy smiled, "Am I right?"

"We've INCREASED speed!" Hawthorne called, stunned.

"Yeah, well, you've stopped torturing the pilot. Gotta help."

"It's still here?" Liz shook her head, confused, "I don't understand."

"The Star Whale didn't come like a miracle all those years ago," Amy explained, "It volunteered. You didn't have to trap it or torture it, that was all just you. It came because it couldn't stand to watch your children cry," she glanced at the Doctor and Professor, "What if you were really old, and really kind and alone? Your whole race dead, no future," her gaze shifted slightly to the Doctor, "What couldn't you do then? If you were that old, and that kind, and the very last of your kind..." she gave him a small smile, "You couldn't just stand there and watch children cry."

~8~

The Doctor and Professor stood on the observation deck of the Starship UK, just looking out at the stars, the Professor leaning against the Doctor as he had his arm wrapped around her waist, taking in the view, when Amy joined them.

"From Her Majesty," she held out the mask, "She says there will be no more secrets on Starship UK."

"Amy, you could have killed everyone on this ship," the Professor turned to her.

"You both could have killed a Star Whale."

"And you saved it," the Doctor sighed, "I know, I know."

"Amazing, though, don't you think? The Star Whale. All that pain and misery...and loneliness," she looked at them, "And it just made it kind."

"But you couldn't have known how it would react."

"YOU couldn't. But I've seen it before," she smiled at him, "Very old and very kind, and the very, very last. Sound a bit familiar?"

The Professor sighed, "Amy…there's something you need to understand," Amy looked at her, "There was another Time Lord, like us, the very last our kind, us and him, we were all that was left. Very old and the very last…and he was a cruel, vindictive, psychopath," Amy's eyes widened, "He fooled nearly the entire planet into thinking he was a good and honorable man and then almost destroyed the Earth, twice, and he didn't care," Amy swallowed hard, "So you see why we couldn't put stock in the Star Whale remaining kind?" Amy nodded, blinking back tears as she realized she really had only had a 50/50 chance of being right, "So…" the Professor smiled, hugging her a bit, "Next time, we'll all be more careful, yeah?"

"Yeah," Amy laughed, pulling away slightly to open her other arm for the Doctor to hug her as well, "But you know what…"

"What?" the Doctor asked.

"Gotcha," she pulled away.

He laughed, "Ha! Gotcha."

~8~

The trio walked through the market, back towards the TARDIS, the Doctor and Professor hand-in-hand, though the Doctor was playfully swinging their hands back and forth.

"Shouldn't we say goodbye?" Amy asked, "Won't they wonder where we went?"

"For the rest of their lives," the Doctor nodded, "Oh, the songs they'll write! Never mind them. Big day tomorrow."

"Sorry, what?"

"It's always a big day tomorrow," the Professor turned to her, "We've got a time machine. And he," she nodded at the Doctor, "Skips the little ones."

The Doctor unlocked the TARDIS.

"You know what I said about getting back for tomorrow morning..." Amy began, "Have you ever run away from something because you were scared, or not ready, or just...just because you could?"

"Once...a long time ago," the Doctor nodded.

"What happened?"

"Took me ages to find it again," the Doctor turned to the Professor, kissing the side of her head, "And I regretted every day before that."

A phone started to ring.

"Right," Amy nodded, swallowing, "There's something I haven't told you. No…hang on, is that a phone ringing?" they stepped into the TARDIS to hear the phone truly was ringing, "People phone you?"

"Well, it is a phone box," the Professor countered.

"Would you mind?" the Doctor nodded to the phone as the two of them got to work, preparing for dematerialization.

Amy looked at the phone and answered it, "Hello? Sorry, who? No, seriously. Who?" she pressed it to her shoulder, "Says he's Prime Minister. First the Queen, now the Prime Minister," she smirked at the Doctor, "Get about, don't you?"

"Which Prime Minister?" the Professor asked, glancing up at Amy as she pulled a lever.

"Er, which Prime Minister?" she nodded a moment later and turned to them, "The British one."

"Which British one?" the Doctor asked.

"Which British one?" her eyes widened and she handed the phone over, "...Winston Churchill for you."

"Oh!" he grinned, taking the phone, "Hello, dear. What's up?"

"Tricky situation, Doctor," Churchill replied, "Potentially very dangerous. I think I'm going to need you."

"Don't worry about a thing, Prime Minister. We're on our way."

He hung up, kicked a lever up, and the TARDIS was off.

A/N: I SO wouldn't mind having the Doctor on a leash, would you? And what did I say, is Keta synching up or what? This is definitely going to be an ongoing theme for the 11s, them finishing each other's thoughts :)

I had to add that reference to the Master in here. When I saw the episode I couldn't help but think that Amy couldn't be sure the Whale was benign, especially when the other 'last of its kind' Time Lord was cruel and manipulative. And poor Amy, getting stuck witnessing their moments together...

Next chapter we may see an infamous trait of the Professor's last incarnation appear :)