He tucked her hand under his arm and lead her out of the attic, stopping long enough to fire a jaunty wave at the large computer in the room. Martha was struck by how happy and bubbly he seemed, more so than usual. He was in in far too good a mood for a man facing having to make an entire species extinct. Again.

"You're in an awfully good mood this morning." She huffed as they made it down the stairs

"Course I am, why I shouldn't be?" he asked with a twirl off of the bannister, landing on his feet at the bottom of the stairs. He was still dressed in the hospital robe, and it flew out behind him as he made his way to the large picture window on the far end of the room. "Only one?" he asked with an incredibility that made Martha smile. Only the Doctor would be disheartened at a lighter load to fight. "I must be losing my popularity."

"Let's count that to the blessings, shall we?" she asked, meeting him at the window and peering out from around the curtain. "I thought there were more, I never would have woke you up[ for only one—"

His hand fell upon her arm and he shook his head. "It was time for me to get up, anyway." He asserted with a sigh he went on. "And, Addy was bad off, had he died…" The Doctor let the question hang in the air, and Martha too was unwilling to go along the line of thought any further. In the six months of his existence, the small humanoid creature had become the most important being in the universe, for both of them.

They stood close at the window, "Before we go out, and the crazy starts." he began slowly turning to face her.

"Yes?" she asked, but he was on her so fast she could hardly breathe. The Doctor took her face in his hands and drew her as close to him as he could. He kissed her then, the fire turned on her. She felt monuments rise and fall in the seconds of contact, the feeling of safety and satiety began to build until she thought she really would collapse from lack of oxygen.

He moved his hands to her waist and pulled away from her, rested his head on hes. "I have missed you." he blew softly.

"You once told me never waste time on a hug." she answered purposefully.

"I never said anything about wasting time on a good snog, did I?" he grinned and kissed her forehead. "I just want you to know, you did everything right. Don't think for a moment anything that happened over that time, its all as it should be."

She pulled away then, feeling the guilt become a palpable thing. This was not the time for the discussion they needed to have. Martha squared her shoulder and hardened her glare, "So, plan." She nodded toward the truck still idling in front of Sarah Jane's home.

The Doctor shrugged and took another long look out of the window. "Any word from Jack?" he asked.

Martha dug her phone from her pocket and flicked through the items. Nothing. She shook her head and made to place it back in her pocket, when the Doctor held his hand out in silent request.

He waved his sonic over the phone and dialed the number. "Jack? Jack, what are you speaking in low tones? Oh, I see, well yes that would make one speak in low tones. Oh, right yes, its me, oh fine,. Fine fine. " He was quiet for a time, and a grim look settled onto his angular features. "Now you listen to me, under no circumstances. I repeat, under no circumstances are you to come within breathing distance of my daughter, do you get that?

Martha turned her head to hide the knowing grin she felt creeping across her face. Universal invarients being what they are, any father would want to keep a young girl away from Jack Harkness.

"Right, well," he sighed then and rubbed his hand over his eyes "I suppose it's the only thing we can do. You keep them there, well for as long as you can. I know that, Jack. I'll be there as soon as I can." A pause. "That means as soon as I can. Listen, it was your people who screwed this up in the first place, now I have to ride in on a blue box and tidy up"

Martha wisely kept her mouth shut, what she could glean from the stilted conversation outside of the hospital, there was more the fault of Jenny in this one, but then again, how could she have known the mayflies were out there?

The Doctor had hung up the phone and for a moment, Martha feared for the devices continued safety. He was angry, angrier than she had seen him in a long time. The cool silence and fire in his eyes spoke more than the screaming that most people did. The Doctor did not raise his voice, unless it was to tell a companion to run. She wanted to know what Jack said over the phone to make the Doctor seethe,. But herself did not want to ask.

"Well," he started again in that bright wait, the storm clouds having passed over for another day. "Best to get this on with. Seems as if we have more waiting for us in Manchester."

"Oh, no." she answered with earnest sadness. Martha did not need to ask if there were casualties. If the flies were there, then there were humans turned out of their own flesh.

The Doctor must have read something in her voice, he spoke without turning ar5ound. "This has nothing to do with the watches, Martha. In fact, it's a good thing you opened them when you did."

"I dropped the first one," Martha admitted. "It opened on its own. How, how did they get the scent then? We were so careful." But, she knew the answer after the words left her lips./

"Right, sure you can figure that one out." He blew. Without warning, the Doctor stepped outside wielding the sonic as if it were a weapon. She ran out behind him as fast as her legs would carry, which never seemed to be fast enough when it came to the Doctor.

"Well, look at this." He spoke loudly, rapping his hand on the side of the window. "Parks and recs, eh? Blimey you little green bugs get around. Although, I have to say I love the irony of one of them driving around in the body of a Recs guy who hates bugs.

Martha tried to find the humor in too, but all she could think about was some family somewhere in Britain was going to set a place at the table for dinner for a husband or father who was never coming to dinner again. The thought made her sadder than any emergency death she had ever encountered in the A and E. Sadder still that she somehow had a hand in it, even if the Doctor insisted she did nothing wrong. There were deaths in England, deaths that occurred because they were looking for her son. Empty, meaningless, deaths that hurt Martha's soul every time she looked at the thing sitting inside the truck.

The man who had followed them all the way from Manchester exited the truck more calmly than Martha would have expected. The Doctor's face wore a stone mask of irritation and disgust as the thing that was once someone's beloved something stood to its full 6 foot 5 inch height. It held its hands up in the air in a mock surrender that surprised both the human and the Time Lord at her side. "I'm not here to suck out your essence, Doctor." The thing spoke with the all too human voice, reminding Martha again of the life now lost. "I'm here to help."

"Help?" he asked with a bewildered glance thrown to the woman next to him. "How ?"

"I don't see how you can help?" Martha interjected on the heels of the Doctor's question, before the thing wearing a human suit could offer any answers. "I don't see how its helping you came and killed a man already; you are walking around in a body that does not belong to you…"

"Martha," he warned, trying to pull her back from the brink of anger.

She shook her head and went on. "…breathing air on my planet through the nose of someone you have already killed. I ask you, how is that helping?"

"Good question" the Doctor asked finally with a steady nod.

The man blinked a few times before answering. "I can help in this. There are weaknesses that my people have weaknesses that have nothing to do with the bodies they may inhabit."

The Doctor gave her a tired smile and nodded. He looked back at the thing in front of them and spoke. "Let's see how he offers to help, Martha. " he soothed not taking his eyes off of the creature in front of them. She nodded and he finally did turn back to the thing. "All right, without a long winded reason or an info dump of astronomical proportions, I need to know how you can help us get rid of the problem."

The creature slid his hand into his pocket and produced what must have once been a spray bottle. The top of it was black and lights ran along the sides in an impressive display of technology.

"Insecticide?" The Doctor asked, one eyebrow quirked. "Really?"

The big man in coveralls shook his shaggy head. "Not insecticide, it forces them to leave their bodies they have stolen." He handed the bottle to the Doctor, who examined the housing on top and stuck his eye into the nozzle.

"They die?" Martha asked still not sure of the benevolence of the creature in front of her. Each time she had encountered these things; there were deaths, useless deaths. She could see how the Doctor grew weary of it all the time and she was tired of coming into the cross hairs of the pests. The weariness she felt, she could now see in the Doctor's eyes. He bore the same manic cadence as he always had, the same tireless sparkle behind his bro0wn eyes, but, like Dorothy trying to get home, she could see the wizard behind the green curtain truly was just a weary old man with no way home.

The creature nodded his head. "There was no cause for this to happen. We...have no right to take what is not ours. ." He spoke haltingly, and Martha wondered if it was sadness she caught behind his eyes. "To eradicate an entire species…it's wrong."

The Doctor nodded solemnly, as if the wind had been taken out of his sails, and Martha knew he had planned on saying the exact things before the creature beat him to it. "Right," he began. "Looks like the next stop on the TARDIS Express is Manchester."

"How do we know that's what it does?" Martha asked when the Doctor had turned on his heels as if to lead them on a long journey. "I mean, how do we know that stuff is what he says it is?"

"Because we have no choice, Martha." he said in that fiery way that always made her blood run cold. "Because, right now, there are a hundred of those things overrunning that hospital in Manchester. They have launched an invasion, Martha, and right now, we have no choice. The Doctor considered her face for a moment, then turned and looked at the man in the CarHart coveralls. He sighed tiredly. "We'll check it out when we get back to the TARDIS. I suppose you need to come too, then. I will have to check the concoction against your DNA."

She grabbed his arm and spun him closer to her. "My son is in there, our son. And your daughter." she looked over to the man still standing close enough to hear their conversation.

"If he wanted to kill us, we would be dead b now." the Doctor wisely added.

The tall man nodded. "You are a fable, " he nodded toward the couple. "The two of you, generations have rose and fell hearing about the beings that brought us to B'sil'ka'tya."

The two frowned at each other, the Doctor's face then washed with realization. "Generations?" he asked in a still voice. "Oh, that's dangerous."

The tall man nodded, but Martha gaped with the horror of the realization. "They think we're gods?"

"Welcome to my world." the Doctor said with an offhanded air.

"Some think you are the Devil." the man added.

Martha nodded and the Doctor felt the need to explain out loud what she already understood. "Balance in all things. Angles, Devils. " He scratched the back of his neck. "Met the Devil once, welllllll he thought he was the Devil, I think he was just a very angry and old creature."

"But why come after us, then? I mean if we are some sort of celestial beings to your people, why chase after us?"

The Doctor placed his hands upon her shoulders, a move to try and calm hthe tremor audible in her voice. "Martha, think about it. You must understand the basic need of those to understand the divine. Your own people have tried to tap into the god part of the brain. It's not just human nature...its nature."

"But, we're just human" She stopped at the Doctor's smirk, "well, you know what I mean. We're not anything. I mean, I am sure its been a long time for your people, but we had hoped that evolution and time would put a distance between their perception of life spans."

"It did, it has. But," the man spoke. "Like any good myth or legend, the tale got taller on down the line."

"But, that is ridiculous, my son, he is just a baby."

"Who has already lived a longer existence than the oldest of my people."

Martha nodded and the Doctor went on, "My own people thought themselves gods, and even we had our own notion of our own gods."

The man nodded and fell in line behind the Doctor, but Martha stood her ground and folded her arms. "SO, we are just gonna let him into the TARDIS then?" she asked in a tone that was akin to a wife speaking to a husband newly returned from the pub at 4 in the morning. "The one thing I kept them from the whole miserable time I have been stuck here, hiding, and you want to just give it to them?"

The Doctor turned, hands shoved into his pockets. He seemed to consider her words carefully, and his own before he spoke

They did not speak much on the way back to the attic. The curious thing in carharts slumped ahead of them, and Martha brought up the rear, still seething at the Doctor's apparent idiocy. He did not seem to understand that this thing was still one of them. He spent most of the time dealing with them; he was always asleep through it. They had nearly killed her, made her nearly kill herself, put her son's life in jeopardy, and killed countless rolls of people on various planets. If they were not a more cogent argument for species extinction that Martha could list.

Sarah Jane grasped Luke's arm when the tall man stepped into the TARDIS, Luke, bless, had stepped in front of both his mother and Jenny who was still holding Adric. "All right, " Jenny answered, unfazed by the man once the Doctor came in behind him.

"Doctor," Sarah Jane spoke with a sour look through gritted teeth. "Please tell me that is not one of those things."

"That's not one of those things. " Martha flashed him a look of disapproval that made him throw his hands in the air. "Well, she told me to say it, she didn't tell me not to lie." He said to her as he threw his coat over the coral strut and adjusted his tie.

"There are children here. " Sarah added, pulling Luke toward the still open TARDIS doors. She gave the mad man she once called friend another cold look. "We're going to wait out here, Doctor."

He nodded and sighed. "Maybe you should take Adric with you? Just for a bit?"

Martha gave him another treacherous glance, but nodded as Jenny handed over the baby to her. She kissed his forehead, and the Doctor mimicked the tender adorations upon the baby's brow. They probably stood with the baby between them, longer than was comfortable for the other occupant of the room. The blond made a loud throat clearing sound They ignored the first three, but Martha was the first to raise her head from the moment and smile at Jenny.

The Doctor soon followed, he took the baby from Martha and placed the child into the waiting arms of his friend. "We seem to leave him with friends quite a bit." Martha choked after the doors closed and the Doctor had joine3d Jenny at the console.

"Martha," he warned with a shake of his head. "Don't."

She shook her head with fierce determination. "Not," she answered with a defiance that surprised even her. She noted Jenny's glare and raised chin and felt her own chin rise.

"Right," the Doctor nodded at Martha, then turned to his daughter. "So, why is the stiff with the bug brain in our ship?" she asked in that rapid firer speech pattern that Martha was beginning to associate with Time Lords."

"Yes," the Doctor grinned, he turned to the man who had stood stock still for the last ten minutes. "This big fella here has offered to help us with our bug problem." He turned to Jenny and showed her the bottle.

"Bug spray?" Jenny asked with a scrunch of her nose that reminded Martha of every teenager she has had to tell to do something. "You are telling me we are going to walk into a nest of these things with bug spray?"

"How do you know there's a nest?" Martha asked.

Jenny shrugged and folded her arms. "I've been here a while, I pick up quick."

"Which is how they got the scent." The Doctor said, looking at Martha. She nodded and wanted to feel better, but had a hard time not feeling worse.

"That's not fair!" Jenny cried.

Martha and the Doctor shared a look then, and the old alien sighed. "Jenny, there was no way to know that anyone was looking for us." He soothed. "It wasn't an accusation."

"Sounded like one to me." She huffed. "Sounds like you trying to say this is all my fault."

"I never said that!" The Doctor fired too quickly. He ran his hand over his face with a quick glance at Martha, who, in turn shook her head and held her hands out in front of her. She had dealt with enough teenagers to know a volatile situation, and Martha decided she was not going to be able to defuse any bombs until she got to know the young woman better.

"You said to Martha that I was the reason the flies came here." She went on with all the petulance of a teen denied a trip to the mall and the use of the credit card. "I didn't know anyone was looking for you, how was I supposed to know that? I was looking for you after you left me for dead on that planet."

The console room was silent, the Doctor seemed unsure of both what to say, and where to put his hands. Martha thought the whole thing would have been funny if the young woman's timing had not been so shitty. She considered breaking the silence of the room, reminding them of the short time they had to try to save the people that had been overtaken by the flies. She had thought about it for so long, that it was finally the man in the corner who spoke. "We need to get to—"

"Time machine!" Both Jenny and the Doctor answer in unison. The man took a defensive step back, and Martha almost felt bad for him. The two Time Lords faced off, Jenny was every bit the teenager she resembled, and the Doctor looked as if he had been thrust into the very pits of Hell without his flame retardant briefs.

"Look," Martha began with a tentative step toward the two angry aliens, both with folded arms and matching looks of disdain. "I know we can travel back and forth in time and the idea of a sense of urgency really isn't your thing. At least, not at the current moment." She chanced a look between the two; they both looked as if it was a matter of moments before something blew up. Funny, Martha sighed to herself, I had imagined hugging. "We really need to get this show on the road." She spoke slowly and as emotionless as she could muster. Martha had no worries about the Doctor, but an already irate teen could ensure a situation escalating to DEFCON 1 with little to no warning.

The Doctor nodded and flipped a switch under his fingers without losing direct eye contact with his daughter. The ship set into a delicate bump and Martha could feel the spin that told her they were in the vortex. "Agreed," he blew.

Martha watched as the two of them turned simultaneously to the buttons on the console. They moved in perfect synch setting the dials and switches, and soon they landed with the usual jarring motion that spoke of the ship's displeasure at the behavior of her occupants and she wondered if the Doctor had noticed.

Jenny grabbed for a weapon, one she must have come on board with from Sarah Jane's. "No guns!" the Doctor bellowed as he rushed to take the offending article from the young woman.

"Why? Its mine."

"I hate guns, guns aren't necessary." The Doctor said, his hands on the item that Jenny still held in her grasp.

"You hate guns, " she answered, raising the weapon to her eye and checking the ammo. "I, on the other hand, have no problem with them."

"Those are people out there, Jenny. Humans who have had no choice in becoming what they are, if you shoot one, then there isn't a chance of them recovering." He answered, the steel in his voice was as hard as cobalt. "You'll have killed them, and there is no amount of time travel that will fix that, they don't regenerate like you and I."

IT was another ten seconds of that odd standoff they had had earlier, and Martha wondered which one would flinch. The blond girl fired a look at Martha that she would have sworn was contempt, in that lok she knew what the young girl was thinking about the fragility of the human species. Jenny placed the weapon on grated floor and huffed loudly. "Fine, but if anything happens-"

"Yes, yes, I know, my fault." he smiled the and headed for the doors.

They filed out in silent single file, with the large man in front of them. They had landed in the back alley of some location that Martha barely recognized as Manchester. "How did you know we were in Manchester?" The Doctor asked.

"Because, she was there, well near there, working for Torchwood Four." Jack answered as he stepped from the shadows,