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"Well," the Doctor spoke with a grin. "I wouldn't be standing there for one." He had heard the hum, had known that she was gearing up for a move. The only thing he could not understand, was how. "I would want to, I mean if I were you, I would want to be standing here, where I am standing. I mean, or the TARDIS , of course. Still to get there, you really should be standing. Here."

Hyox looked at the other security men next to him. He laughed again, as if the Doctor was joking with an old friend. "I wouldn't be standing here, if you would just give me what you are supposed to." Hyox advanced upon him slowly. "Why make this any harder? Hmm?"

The Doctor folded his arms and grinned. "Oh I think this is hard enough. " Just then, the sound of the ancient engines filled the area. The movement of the ship kicked up a wind of its own. The men standing in front of the ship turned to stare at what was now empty space. Wen they turned again, the Doctor was slowly being erased by the reappearing blue box. "See," the Doctor spoke as the blue box solidified around him, erasing him from view. "I told you I wouldn't stand there."

XXXXXXXXXX

He barely had a moment to think what had moved his ship when he was encompassed in warm flesh. She was everywhere, holding onto him as if he were cast in velvet. "Well, look what the cat dragged in." he said from beneath her hold.

"Oh I was so worried I would end up on the other side of the universe three lifetimes from now. " Martha gushed.

He didn't interrupt her, he was just damn glad to see her. The Doctor felt himself sinking into the diminutive woman's touch. She held on for dear life, and he let her. A small grin formed around his face as he let the hold go on far longer than he should have.

But, Martha noticed the same thing for she abruptly let go of him and stood back. "Well, it's good to be here." he announced to her as he moved to the other side of the console.

She nodded her agreement and began to flip switches next to him. "Good thing those lessons, yeah?" she asked.

He raised his head and gave her a long look. "You did marvelously. I could not have done it better. Well done Martha Jones." he smiled.

She returned his honest smile with one of her own. She was surprised herself at how much his approval had meant to her. She remembered how she felt as she hit the button to scatter her molecules to get away from the creatures in that room. "Doctor..." she began, but stopped herself realizing this was not the time.

He nodded from his perch. "Martha, I thought you were..." he swallowed a hard lump that had formed in his throat.

"Best I can figure," she stopped her movements and looked at him. He was uncomfortable in the admission, and she figured a rescue was in order. At some point, they would have this conversation, or die trying. Right now, it was a different day. "The TARDIS grabbed me." she told him what happened, how she ended up in that greenish room with the creatures she could barely remember. "When I hit that button, all I could think was keeping this key." she showed him the key that hung around her neck. "From those things."

"Martha Jones, you are brilliant." he smiled. "A star." His face became serious. "you took a big risk, there was no way to know that the TARDIS would use that key and lock onto to you. In fact, it would not have happened had I not started scanning the planet's mechanics."

Martha shuddered. "That's just it, Doctor. I didn't care what happened."

The Doctor made as if he would dispute her words, or insist upon her importance. "You don;t understand. The sacrifice was no big deal. I thought about those things getting hold of the TARDIS, of Adric...getting hold of you. It scared me." she stood tall, proud at her perch across from hi. Her admission was heartfelt,

"Martha," the Doctor finally did get out. "You could have wound up scattered across the cosmos." His eyes spoke to his fears. It could have had a much different outcome, one that would have cost him everything.

She nodded, choosing to leave that conversation for another time. It was a time machine after all. Someday, they could jump in and fly to the time when they could have this conversation. For now, it wasn;t that day. Yet. "Doctor, what are those things?"

He turned to face her. "Don't you remember? " he asked with a sidelong glance.

Martha shook her head. I didn't see them, Doctor, how would I remember them?"

He came closer to her. "You are not going to like what I have to say." he told her.

"Tell me anyway." she insisted, arms folded.

He sighed. "Those things, Martha. Mayflies."

She shook her head crazily. "No, oh no."

"The Zybtharans were dying because they were trying to take over their bodies, like they did n=in Farmingham. But, apparently the species was completely incompatible with them."

Martha took a couple of steps closer to where the Doctor stood in front of the screen. It can't be."

"Look for yourself, Martha." The Doctor insisted, he grabbed her arm and brought her closer to him As she looked at the screen above their heads, he placed his hand on her back. He would tell himself it was a mindless sort of thing to do, but in reality, he needed that reassurance that she really was there, alive, not scattered across the universe.

"Doctor, how long has this been going on?" she asked.

He shook his head. "Joygen told me it started not too long before we got here/"

"But, that's not true, is it?" She asked. Martha could read, and what she saw showed a trend in deaths over the past lunar month on Zybtha. "They have been dying for a while haven't they."

He rubbed her back in small circular strokes. "How can you tell?"

Martha pointed at the screen, showing a rise in deaths. "They would all die in patterns, right? I mean, f you are born on a certain day, then die exactly 67 years later, chaos theory would state that there is a pattern to it. There is no pattern to these deaths." she brought up a screen showing the planet's deaths one year before in the same lunar months. "See? That's more of the wave pattern you would expect."

The Doctor was confounded by her. "Yeah," he nodded. "You're right."

"So, if that's the case, then these things have been trying to assimilate their population for at least four weeks." She stared at the screen a little longer before turning to the man at her side. "Doctor, they said that they were going to use me, use us to fix them. "

"It's what they wanted before, Martha. They wanted me and the TARDIS to live longer. They thought in merging with this culture, that they could extend their lives to 67 years. But, they weren't comparable with the Zybtharans, no matter how much science they applied to that endeavor."

"Oh, God." she suddenly felt sick at the realization. "They used our data, our research to..." she wanted to puke right then and there.

The Doctor placed his hands on her shoulders and turned her to look him in the eye. "Stay with me on this one, Martha. We are going to need to keep our heads. Don't make this personal."

Martha shook his hands off of her and moved away from him. "But it is personal! It was personal last time, this time, its...outright reprehensible. The figured out that that group of people isn;t going to satiate their need to live forever. What does that mean? It took them a week to figure out what we were, but once they did...those things mobilized against us. They took me, they were going to change me into one of them. Like they did Jenny and that little girl."

He wouldn't tell her about the child that died in front of him earlier. At least, not right now. She needed nothing else to make her angry and incite her into action. It was enough that this was an atrocity if he placed any more in front of her, it would be a massacre. "Martha, it is important for us to keep focused."

She nodded. "Right, then, what do we do."

He moved to the other side of the console and began setting coordinates. "We are still in their air space. " he announced.

"Is that a problem? I mean I didn't think we were in danger of being shot down."

He allowed a smile to tug at the corner of one side of his mouth. "No, but... Have you figured out how they knew we were here, yet?" he asked casually.

She had asked the question before, he never answered it. Martha moved back over to the screen and flipped through different windows. She loved that he had brought up the information in both a language and a format that was easily accessible for her. "Ummmmm..." she hemmed.

He came over to stand very close to her, under the guise of showing her what she was missing. In truth, like a child clutching to his special blanket long after mum and dad had shut off the lights, he needed that reassurance. "It's right there, you almost got it." he said softly in her ear.

She squinted under her own scrutiny. "Oh," she announced finally, a huge smile spread across her pretty face. "Its so obvious."

The Doctor couldn't tell if he was proud of her, or just happy to hear a light tone in her voice. "Yep! Their planet shifts phase every seventeen minutes or so. Give or take a random algorithm. It's ingenious, really. They can control who comes in and who comes out, at the same time monitoring them in less time it would take without the phase shift."

"How do they do that?" she asked. "A phase scan of the entire planet?"

"Updated every seventeen minutes."

"A lot can happen in seventeen minutes." Martha added, noting that it was rather short sighted of them.

"Be that as it may, we need to get out of here, and our window of opportunity closes in-"

"Four minutes and ten seconds." she finished for him.

"Well, now you're just showing off." he muttered happily. They worked in tandem, the two of them seemed to feed off of each other. No words were even necessary. Martha seemed to read his mind at times he thought impossible He had already been able to read hers, had been since the medbay in Torchwood. It was something for the talk later, the one that was sure to come.

"Shadow Proclamation?" she asked as they effortlessly slipped past the phase shift of Zybtha.

"Why not?" he asked. "Though, there is not much they can do, you know. " He eyed her seriously. "Martha, we have to seal that planet off for three months, do you understand why?"

Martha nodded, but turned to look at him with horror. "They could destroy that planet attempting to infiltrate their anatomy."

"It was their choice, Martha." The Doctor spoke. "They had a choice."

"But not all of them, not all of them made that choice."

Her words reminded him again of the mother with the dead child in her arms, an image he could have done without. The Doctor ran his hands through his hair and blew a long breath. "Right, they didn't."

"So what do we do? Run off into the night and let them sort it out?" She folded her arms in what she hoped was unmistakeable ire at his actions.

The Doctor tapped his chin in thought, then spun the screen around and began pressing buttons. His face had become that mask of steely determination that Martha knew only meant trouble, or danger, or both "So, are we going back?"

"No," he shook his head. "Our going back there would be a bad idea. I am going to take you back to Lagos, then I am going to come back."

"You just said going back was a bad idea."

"No, I said 'our' going back would be a bad idea My going there is only a marginally foolish idea."

"Good luck getting me off of this ship."

the Doctor blew exasperatedly, he had no intentions of fighting with her on this, "Martha, I'm not arguing with you about this."

"Oh, good, then we are in agreement. For a moment there I thought you would foolishly insist on going back with me."

"You really need to work on your listening skills. I am not going anywhere." She raised her head in that way the Doctor often did in daring down foes.

He stared at her for a bit, knowing he had lost. "You were almost spread across the galaxy in a billion billion particles." he hissed.

"Yeah," she nodded. "But I wasn't. I came back." she moved closer to him and placed her hand on his arm. "It doesn't work like this, you know. Protecting someone isn't about placing them in a glass jar and keeping them on the highest shelf. It's not the way I want to live my life. I have been in danger plenty of times. Hell, I could be run over by a car on my way to the shops, or acosted on the street by a madman on my way to work."

He smiled, realizing she was right. "You nearly were." he whispered.

"Yes, because you are only nearly a mad man. But." she moved toward the chair and sat. "I am not going to hide away because of whatever fears you may have. I have my own fears, you know. One of which is sitting around and doing nothing when I could be helping others. Sound familiar?"

He turned to her then took in her appearance sprawled on the chair in the middle of the console room. The Doctor knew it would be pointless to carry on the argument any longer, they would be there for years if he did. "As long as you know it is your duty to return safely, no matter what."

"Duty?" Martha asked with a quirk of her eyebrow. "To whom?"

"Addy," he finished darkly.

"Right then, same goes for you, doesn't it?" she stood and met him by the console "Where are we headed then, back to the labs?"

"Oh no," he grinned. "I traced the pattern from the transporter which nearly obliterated you. I found where are guests are hiding. "

"Why would they hide, anyway?" she wondered out loud. "I mean, the last tie, they chased us across the universe, or at least that was the fear."

"The horde, Martha. Its not just three or four of them this time. The scans I ran on the planet. There was the number of life signs for the Zybtharans, but under that, aside from those are thousands on thousands of those creatures. They have been busy. Breeding."

"Oh, no wonder they needed a whole planet. So, what's the plan?"

He angrily threw the handbrake forward. "Pest Control."

XXXXXXXXXX

The room was the same as she remembered it They emerged from the TARDIS, the Doctor with his usual confident brash nature, and she behind him. "Oh, look at that, you all must have the same decorator. Sort of, early American science fiction. I don't care for the design myself. I prefer more classical neo electric-"

"Emo." Martha finished with a smirk.

"Right, Emo." he said the word as if it left a sour taste in his mouth.

"You are lucky you came, we would have burned this planet looking for you." the buzzing materialized into voice.

"Burned? Nah, you won't burn anything. Besides, here I am, easy to find. I heard you were looking for me, or rather, someone like me. Well, here I am, real thing. Thought I would pop in and see what the fuss was about."

"And you brought your ship for us. How nice." the cvoice spoke again. "It will be so much easier for us to go to the next location. These people are useless."

"No one's useless." Martha argued.

The Doctor turned and smiled at her. "Quite right, too." he agreed. "Even ou lot, you have a purpose, I assume you do. But, you know what? I have a purpose as well. Its an old, tried and true purpose, but one I think has a need, especially in this situation."

"Yes, we need your ship and your bodies. We need to extend our lives and find suitable bodies for our people."

"Well, now here's the thing with that." the Doctor moved closer to the buzzing, and as Martha followed she began to be able to make out the shapes of the creatures. They weren't quite insects, more like glowing particles. "We need our bodies, haven;t quite finished using them yet. Well, I can;t speak for Martha here, Martha?"

She made a cartoonish effort of checking her limbs. "Nope, still using it."

The Doctor nodded, "Right, and as far the ship, still using that as well. So, looks like you are out of luck."

They were getting angry, their corporal bodies were changing from the greenish color to more red in nature. "You have no choice, we need to extend our lives. Our people only have a short amount of time."

"Time isn't about how much you have, its what you do with it." The Doctor sniffed. "I should know that, I have all the time in the world, some would say I've squandered it."

"Squandered is a strong term..." Martha hinted.

"Anyway," He went on. "I think the oter part of that, the...what was it? "

"Bodies for the Horde." Martha finished with a knowing nod.

"Yes, right. Nothing wrong with your listening skills." he smiled at her. "Right, the bodies thing, well. You'll find that your people aren;t quite where you left them. That's the bad news. The good news is..."

"Oh, this is the best part. " Martha grinned. "The good news is, we are giving you, just today, one free ride in the TARDIS."

As Martha finished speaking, the Doctor snapped his fingers. The doors to the TARDIS opened to reveal a large glass tube, the green glow cast eerie shadows over the console room. The tube was filled with thousands of the creatures. The green light was so bright, it nearly extinguished any other lights in the console room."Look at that, Martha. Think she could pull it oof?"

"Nah," Martha shook her head, "That shade of green clashes with the blue. It'll never work."

The Doctor shrugged his shoulders. "We are going to take you to a new planet where you can;t harm anyone. No more traipsing about trying to infect anyone else. This is the only solution, and the only chance you will get."

"You have imprisoned us." the buzzing voice cried. "We will take your ship, and you can stay here." The creatures took flight then, they moved toward the ship.

"Martha, now!" The Doctor shouted, but he had no need to, she was already on the ready with the jar and the cap in her hand. Before he could turn and say anything else, Martha had captured the two beings into the small jar. They buzzed angrily and tried pointlessly to get out through the lid.

"Told you I had it covered." She smiled proudly "Firefly catching champion on my block for four years running."

He grinned proudly at her and took her free hand. "I could not have done it without you" he admitted finally.

"Oh, you did all the talking, distracted them long enough." She held the jar up to her face and tapped the glass side.

"They don't like that." he warned from his perch at the console. "Ah, here we are then, nice fertile planet, nothing but insect life, still a bit primordial, but they will figure it out."

"And they can't get off of there" she asked hopefully.

The Doctor raised his head, "Martha, there is one thing. One tiny little thing."