*Hey guys, new Oswin chapter! This one picks up directly where the last one left off and to be honest, it's a bit of a gruesome one in places. Oswin and the Doctor have to try and rescue River and then things happen. Some stuff. Bit of a revelatory chapter, a game-changer as it were. Anyway, I really hope you enjoy it, next chapter shall be Tuesday. Thank you so much to everyone who has read, reviewed, followed and favourited, and there's plenty more to come today and over the next month or so. TPD*

Oswin rushed forward to help River, but the Doctor held her back, refusing to let her race in. He waited several moments for the sounds of gunfire, but River obviously wasn't firing back. He looked down, gazing at the catacombs. Whatever lived in those tombs, it wasn't friendly.

"What do we do?" Oswin asked, and he could hear the fear in her voice. He wrapped an arm around her protectively and she shot him an odd look, so he removed it. She cuddled closer to him nevertheless. "We have to go after River, don't we?"

"Yep," the Doctor sighed. "Of course we do. She'd do the same for either of us. But we need to know what we're up against. Whatever's down there, maybe we can reason with it…and maybe it'll rip us to shreds. I don't know and I don't like not knowing. Maybe, living in darkness for so long, they'll be sensitive to light…"

"You're riffing," Oswin muttered. "That's a good sign right?"

"It means I'm nervous as hell and covering it up by thinking out loud," the Doctor replied honestly. "Right then, Geronimo. I'd ask you to stay here or go back to the others, but I realise that that is not even worth asking the question. So, stay two steps behind me and keep looking around. I don't want anything popping out of some side hole and grabbing us."

Oswin nodded, and then let him lead. She was terrified, the Doctor could tell. But she was hiding it well. Oswin was not the type to show her fear, but she was equally not the type to cuddle up to him for reassurance, so the fact that she was clinging to his arm like a life raft meant that she was very scared indeed. He wanted to be there for her, but he felt trapped. If he was too intimate with Oswin, it might betray his feelings, but if he wasn't, then he would feel even more alien to her and he wanted her to know that he cared.

He took the first few tentative steps, Oswin right behind him. He approached the tomb with caution, hissing River's name. The things that woman dragged him into. Oswin's breathing was heavy and ragged behind him and he didn't blame her. River was nowhere to be seen as he flashed his torch into the tomb. He hadn't expected it to be that easy. The tomb was more than just a single cavern, it was a network, it looked like every level was just a giant maze of tunnels. He swore. It would be almost impossible to find River down here. He scanned for anything unusual and the sonic readings went almost off the scale.

"Doctor?" Oswin's voice was a lot more timid than he had expected it to be. "There's something dripping from the ceiling."

He whirled round and a green glob was indeed dripping from a crack in the ceiling, falling onto Oswin's exposed shoulder. The Doctor suddenly realised that Oswin was shivering, her dress wasn't designed for the cold of the temple. He took off his jacket and wrapped it around her, dragging her away from the falling goo. Ectoplasm. He scanned it.

"Thanks," Oswin mumbled, clearly embarrassed. "What is that stuff?" Her voice regained its authority and it was clear that Oswin was having some kind of internal battle with herself not to be scared. It looked as if she was starting to win it. "I mean, where did it come from?"

"It's some kind of synthesiser," he replied. "Genetic strands are…well not human, look at it that way. Humanoid, possibly. Bugs. Giant, humanoid moths. Joy, that's just what I didn't need. It looks as if this goo goes in…synthesising pods. Oh dear."

"Synthesising pods?" Oswin was somewhere between incredulous and terrified. "Synthesising what?" He shot her a look. "Oh. Synthesising us right? Turning us into them? Is that what they're doing to River, turning her into one of them? Is it basically a cocoon, like caterpillars into butterflies?"

"Possibly," the Doctor remarked. "Either that or they're synthesising River into something edible, it's plausible that their food source has dried up down here. How did they even get here? Are they in hibernation or living down here? Well, I suppose there's only one way to work it out. Come on."

Oswin was never more than a step behind him, his jacket draped over her shoulders, her hair tied up messily, her eyes alert but full of fear and her lips almost bleeding from how much she had chewed them. She flashed her torch around the walls and they kept moving, until the Doctor came to a halt and she crashed into the back of him, murmuring her apologies. He waved them away, he didn't need to hear it. The cavern that they had reached was disgusting. It was swarming with maggots and flies and hanging from the ceiling were green pods. River had to be in one of them, he reasoned. But there was something feeding off of one of the pods. He supposed that answered what they were being synthesised into. It was food. He shuddered as he saw it. It was grotesque. It was jet black, striped with green, dripping foul green liquids. Its legs were short and stumpy, its wings were paper thin and hanging off its webbed arms. It's face was the least human. It was almost all mouth, two pinprick eyes and rows of vicious teeth. It was tearing into the pod, sucking away at it, like some sort of monstrous love bite. He could see Oswin next to him, her face a mask of horror. She clearly wanted to vomit, he knew that he did. He pulled her back from the cavern entrance, staring at her face.

"Are you alright?" he asked quietly, looking into her eyes. She nodded but it was a lie. "Oswin, you should go back up to the surface. What's going on down here…"

"No," she whispered back, more harshly than he supposed she intended. "I'm not just going to run away, you're not going to." He was a toxic influence on the people he travelled with and it was times like this that reminded him why. "Doctor, I'm not going to leave you and River to die down here, I'd never forgive myself. So what's the plan?"

"I'm going to distract it," he sighed, aware that there was nothing he could do to convince Oswin to leave. "You need to get River out of that pod. Here, use this." He handed her the sonic. "Psychic interface, point and think. You'll be fine, I promise." She hugged him now, another oddity. The Doctor held her tightly and then kissed her forehead. She frowned at that. "Anyway, let's do this thing." Why had he kissed her forehead? What was he thinking?

The Doctor stepped out into the cavern, breathing heavily and trying to hold himself together. The creature didn't spot him at first, his torch light was low and he wasn't making much noise. He couldn't see the creature's ears, but he presumed that it had them. It suddenly retracted its face from the pod it was devouring and sniffed the air, before turning to stare hungrily at the Doctor, who gulped as fear shot through him. He had to admit, for all the bravado, he was every bit as terrified as Oswin. He just couldn't let her or the creature see that. Oswin would panic and the creature would probably devour him.

"Hello!" he greeted the creature with a cocksure grin and a little wave, hoping that it would understand him, be capable of understanding him. "I'm the Doctor. And you are?"

"Lock Tee," it snarled. Well that was a relief. "You have entered my tribe's caves. We have not had food in so long. Thank you. My people used to number many, now there are but a few…we do what we have had to do, to survive."

The Doctor had a horrible realisation. Well the fact that he was going to be eaten was a bad start, but that wasn't what worried him. The synthesis pods. What was in them? If there were only Lock Tee and its people on the planet…

"You turned cannibal," the Doctor muttered. "You've been devouring your own people. Synthesising them and then eating them. Your family, your own kind…I am so sorry. But you won't be feasting on me, or my friends, I'm afraid Lock Tee. How did you end up here?"

"We were taken from our home planet," it snarled. "By you. Your people. The humans. We were being ferried across the stars, when we fought back. We devoured the humans, but their ship crashed. Here. We have been living in these caves, forced to feed off our own kind. No more. We have fresh human meat now. Lock Tee shall feast!"

It roared and launched for him. It was time to test his light theory. The Doctor brought up the torch and turned it to full, blinding Lock Tee, who screamed and fell back, desperate to escape the light. The Doctor felt more than a little sorry for Lock Tee, who had been dragged from its home planet and dropped somewhere with no food. No wonder it hated humans. Even if it didn't, it was just doing what it had to do to survive. He understood that. But that didn't mean that he was going to let the creature kill him. Or River and certainly not Oswin. He backed off, still shining the torch, his legs moving slowly. He needed to buy Oswin as much time as he could. The creature was not going after him, not yet. He turned on his heels and legged it. He almost crashed into Oswin at the cavern entrance. She was carrying River, which was quite the feat, considering her size and both Oswin and River were covered in the green gunk. She smelled terrible and looked utterly traumatised.

"I am so sorry!" the Doctor pulled her into a hug. "We're leaving. Now." He scooped River out of Oswin's arms and slung her over his shoulder. He took Oswin's hand and dragged her along behind him. "I was right about the torch, shine it behind us in case that thing comes after us!" he called back to her and she didn't say anything; she merely obeyed. He was worried about her, but this wasn't the time for it. He thundered on, legs pumping fiercely as they broke into the tomb cavern. He could hear the fluttering of wings below him. They were coming. More of them. He flashed his torch down and swore.

"Oswin," he warned. "Don't look down." He felt his shoulder go numb under River's weight, but he didn't dare slow down as they made their way towards the entrance. The screeching behind them was horrific and Oswin was losing her grip on his hand. He slowed for a second, barely a second to push Oswin in front of him. "Keep running!" he urged, as she stumbled and he guided her onwards. Then, before they knew it, they were in the entrance cavern. The Doctor whirled round, using his torch to hold back the onrushing creatures. Oswin was already scrambling out and once she was clear, the Doctor followed, almost buckling under River. He cursed and then he broke the sunlight and they were running out of the temple, not content that they were safe until they were hunched over with the men River had brought with her.

"Nobody!" the Doctor gasped. "Is going into that temple. Ever again. Do you understand me?" They nodded. "Good. Now take care of River Song and get off this planet. Never come back. River will know what to do." He turned to Oswin. She was dripping green, sweating yet shivering and she was hunched into the foetal position, looking like she was fighting back tears. Oswin was one of the toughest people that the Doctor had ever met, but that place had been nothing short of hell. It was one of those days where you just needed a hot shower and to forget it ever happened. The Doctor felt the same way.

"Oswin?" he said quietly. "Let's get you back to the TARDIS." She nodded and stumbled to her feet, crashing into his arms. "Come on, let's go."

"What about River?" she asked suddenly. "Aren't you going to say goodbye?"

"No," he said sharply. "I've said goodbye to River too many times already, I can't do it again. I mean, I can't say goodbye. Not knowing that for me, it probably is goodbye…"

Oswin understood, he could see it in her eyes. She nodded again and they walked in silence back to the TARDIS. Once they were inside, he could see Oswin breaking down. She was so tough, built all of the walls around her and now they were crashing down. She rushed away from him, to shower. He waited half an hour to make sure that she had time and then he rapped on her bedroom door.

"Come in," she muttered and he opened the door. She was sat on her bed, dressed in just a towel, looking almost like a ghost. "Sorry for wigging out," she said, but her voice was lacking its usual enthusiasm. "It's just, I was covered in that stuff and it was…"

"I know," he reassured her. "That temple is one of the most horrific places I can remember going to. You're not alone in feeling traumatised. Sometimes I need to just shower and let all the pain and worries wash away. Are you feeling better?"

"Much," she replied. He didn't believe her. "Thank you Doctor, for coming to check on me. I know today must have been incredibly tough on you, what with River and…that thing…"

"Hey," he wrapped an arm around her. "I'm always here for you Oswin." Was this the moment? "I mean, you're the best thing I've got going. And I…"

"And you…? Spit it out Chin!" Some of her usual vigour was back.

"I love you." There he'd said it. It was such a weight off of his shoulders. He instantly felt better, but as he looked at Oswin's face, he immediately felt so much worse. She looked horrified.

"Oh!" her voice had gone very high. "I was not expecting that." She looked torn. "I'm…flattered. I think." She didn't look flattered. "I mean, this is just…a lot to take in. You love me? As in, you're…in love with me?"

"I would request permission for us to be more than just kissing partners, yes," he said nervously. "I mean, I would like to take you out on a date. Of sorts. Like…a relationshippy type thing. Like the Ponds. That's it. The Ponds." This was a huge mistake.

"Doctor…" Oswin looked hurt. "I like you a lot. Like, I think you're amazing. Truly. And you're super-hot, I mean the sex has been amazing, the best I've ever had. But, I didn't realise that you felt that way about me. Or I would never have slept with you in the first place." Ouch. "It's just, that I don't feel the same way. I don't love you. You're a great friend and I love our dynamic, but…I'm not looking for a bloke. And even if I was…" she bit her lip. "It wouldn't be you. I'm sorry…Chin! Wait!"

But the Doctor was already making for the door. He had miscalculated. He had let himself fall for a human, a companion. And she had shot him down. What had he been thinking? Stupid, old Doctor. He would never be good enough for Oswin. He yelled in frustration and anguish and kicked the TARDIS console. He had lost the Ponds, he had abandoned River and Oswin wanted nothing to do with him. He had become very good at screwing everything up. She'd probably want to go home now, another companion he would lose. Why hadn't he just kept his mouth shut?

And, for the first time since he had lost the Ponds, the Doctor allowed himself to cry.