Rose quite liked the little routine that she and Donna seemed to form from the aftermath on Messaline. Rose heads towards the kitchen, passing the console room in the process. She pauses and turns towards it. She decides to quickly stop in since she and Donna had disappeared in a sense, only after they had enjoyed some of the silence that permeated in the TARDIS after leaving Agatha and their subsequent discovery of just how influential she had been on the literary world.

Rose quietly walks towards the console and leads herself to the open grating. Rose believes that something is bothering him. He appeared distracted before she and Donna slipped out to change into their own clothes. Like a thought had disturbed him and he worried over the finer details. Rose wonders what he might be thinking of. It's not like it would be easy to get out of him, he may only want to keep it to himself, so he will not worry her.

Rose bends down and lies on her stomach as she waits until he comes back into view from underneath the console. He leans back and smiles when he catches sight of her.

Rose can still see the caution in his eyes, the apprehension. What's he worried about? Slowly she delves into the murky feelings of their separation. He can't possibly know that will happen. It isn't possible. It's only she that knew. And when she did tell him, he was from a future timeline and the separation had already happened. Something in her face must have betrayed her feelings because he frowned and tilted his head.

'Everything all right?'

His voice drew Rose from her dreary thoughts and she blinked a few times to snap herself out of the daze. She reaches down and pulls him towards her for a kiss. Right now is real, and she doesn't want to dwell in those dark corners of her mind, turning over possibilities in her mind, wishing there was a way to avoid the eventual separation. She has and always will be, the victim of time.

Those thoughts fuel her passion as she deepens the kiss. Eventually he has to pull away and inhales deeply, looking rather dazed.

'So…is that a yes?' He brushes away some of the hair that has fallen into her face. What's behind her eyes? Something is there, he can faintly see it. What's worrying her?

'Yeah…yeah I'm okay. Always.' She gives him a very warm smile. Hoping to convince him of that. He seems to believe her, but Rose can see the doubt that still lingers in his eyes. She places her hand on his cheek in a vague attempt to offer comfort, and without warning her memories place her in an alleyway in 1969. It was dark out and he had been leaning against an exterior wall.

Hastily Rose withdraws her hand at the memory of him. How devastated she was when she saw him, what had happened to him in her absence.

Confused, he takes her hand in his. What is going on in her mind? He's tempted to look for himself, but pushes that thought from his mind. Hardly a fair thing to do. And yet, Rose holds his hand tightly in her own. Her gaze is cloudy as she absentmindedly strokes his knuckles with her thumb. She just seems to want this moment, almost as if it's reassuring her that they are here, right now and they're together. He presses his forehead with hers and he watches as she closes her eyes and her shoulders slump, like a weight has been lifted off for the moment. Oh, Rose what could she be bothered by? What is she worrying about? Is it her future? What is it?

Again she places another loving kiss on him, her attempt to reassure him. As well as he can read her; she can read him just as well if not better. He pulls away from her and her eyes have changed. They no longer hold the burden of fear and concern they did only a moment ago. Now she seems to be in the present, not the past nor the future. But he knows that she's hiding something from him, he hasn't any idea what it may be.

'You're starting to sound like me.' He informs her and Rose merely smiles.

'Aren't I though…?' Rose says softly and he shakes his head, hoping that she'd offer an explanation. He's slightly put off that she hasn't.

Rose exhales quietly and pulls away from him. He watches her as she straightens up and then kneels down again.

'Where are you off to now?'

'To see Donna,' Rose smiles slightly. 'I'll be back later, though.'

'All right,' He closes his eyes as she places another kiss on his head. 'Rose, are you sure you're all right? Nothing's bothering you?' He can't seem to shake the feeling that she's concealing something important from him. Not that he has any clue as to what it may be, he wonders if this little secret coincides with the feeling he's been getting about something bad happening. He wonders if he's steering them right into the middle of a storm, and he wonders how well they can weather it.

'Promise,' Rose makes an X over her heart. 'I'm perfectly all right.' She lingers for a moment before walking around the console and back into the halls.

He listens as her footsteps become softer and fainter before he lets out a bit of a sigh. He turns up to the TARDIS and rests his arms on the opening lip of the grating.

'Do you know?' He wondered, half expecting a denial and yet he wasn't sure what type of an answer he sought. 'You do?' He blinked and frowned. He didn't expect that, not at all. And apparently, she's known for a while.

She's felt it and been a confidante. That's quite the cryptic answer. He doesn't know what to make of that as he hoists himself up and leans against the console. He takes another gaze out into the quiet halls; the TARDIS will not provide him with answers. And so he just has to be patient, which usually means he'll become restless as he waits for the answers.

Rose seems to be getting good at turning up at the kitchen in just the right time. Again she catches Donna at the counter pouring hot water into two mugs and she turns over her shoulder, offering a warm smile. Rose returns it and slowly sits down into the chair. She sinks further as she catches sight of Donna coming over and pushes Donna's chair out with her foot.

'Thanks.' Donna smiles and she sits, pushing Rose's mug towards her.

'You're welcome.' Rose replies quietly as she stares into her mug.

'What's on your mind?' Donna inquires, causing Rose to look up. Donna is spooning in the honey, stirring slowly; she doesn't take her eyes off Rose.

Rose ponders that statement, unsure of how she wants to answer her. 'I just caught a certain…look from him…' Rose grips the mug tighter in her hands. 'He's thinking about something…and it's something big.'

'So, he hasn't told you what?' Donna wonders. Silently amazed that Rose was able to deduct that information from a solitary look that he gave her.

'No, maybe I'm imagining it…' Rose's voice is soft as she slips further into her thoughts. 'But…I know things. I know things he isn't supposed to know.'

Donna stops drinking from her mug and eyes Rose from it. Slowly she lowers it and watches as Rose fiddles with her sleeves.

'What…what kind of things?' Donna breathes and Rose glances up from her sleeves before she lowers it back to her mug.

'I'm sorry…Donna…I…I just can't…' Rose bites her lip, wishing she hadn't mentioned anything at all. 'It's about his future…' She confesses and Donna widens her eyes. She open and closes her mouth several times in an attempt to form some sort of sentence, and being unable to do so.

'Rose…when…?'

'Oh…it was so long ago now…' Rose doesn't mention the time she caught him, well the future him, spying on her in Yekaterinburg. Nor the time she accidentally stumbled into his TARDIS.

'Rose…' Donna stares at her in disbelief as she struggles to comprehend what Rose has just admitted.

'I just wonder if he's…if he's…starting to sense it. Change…I think is on the horizon. I don't think it'll be for the better.' Rose confesses and Donna continuously stares at her. She's struggling to form words to Rose's statements.

'Rose, you can't know that for sure…' Donna's meek answer does nothing to offer solace. Rose smiles rather darkly at Donna's response. 'Rose…I'm serious.'

'So am I. It's a feeling I've had for a long time. And I'm starting to think he's sensing it too.' Rose admitted and took a drink from the lukewarm tea.

The awkward silence sat heavily over them for some time as Donna struggles to change their topic of conversation. She finally decides to ask Rose her thoughts on meeting Agatha Christie. Of course, by that point, she's fishing for normalcy. But it seems to draw Rose from her depressing thoughts and speculations. Immediately she perks up and that familiar smile that Donna has come to associate with Rose appears on her features.

The conversation they had just had was forgotten, for the moment, although, Donna couldn't know how right Rose would be. And that she, too, is running out of time.

Rose was still feeling immensely guilty for bringing up the subject up with Donna earlier in the kitchen. She should have known to keep those fears to herself, but she just wanted to tell someone. And besides, she hadn't told Donna everything, maybe a bit more than she should have. She hopes that the conversation will be forgotten and things can return to normal.

But as soon as she starts to think about…that subject, Rose can't help but allow herself to figure out everything she can about it. Maybe in some odd way it's helping her cope, helping her prep for that unavoidable event.

Rose stops in front of the grand library doors and hesitates for a moment before pushing the doors open and inhaling deeply. Oh, she loves the smell and shuts the doors behind her as she directs herself to the left spiral staircase.

She climbs up them until she reaches the second level and looks at the vast collection of books amassed over the centuries. Placing her hands on her hips, Rose studies the shelves looking for a title that jumps out at her. She moves to the next shelf and then the next.

Finally, at the end of the long collection of shelves, Rose spots a title that looks interesting and she climbs up the ladder to reach it. Once she's gotten a hold of it, she balances on the ladder and reads the back blurb. The sound of the door creaking open alerts her and she looks over her shoulder.

'Rose?' His voice fills the room, bouncing off the shelves and furniture.

'I'm up here!' She waves to him and he stops by the staircase.

'What are you doing up there?'

'I'm getting something to read.' Rose informs him and carefully descends the ladder, tucking the book under her arm as she walks towards the staircase. She continues down the stairs and places a kiss on him and he embraces her tightly.

'What did you pick?' He inquires and takes the book out of her hands as Rose tilts her head. 'The Woman in White?'

'Is it good?' Rose wonders and rereads the back blurb again.

'Very good.' He agrees and takes Rose's hand in his own, leading her back out of the library. 'It's given me an idea.'

'An idea?' Rose echoes and she looks up to him. He nods his head. 'What is it?'

'You'll see later,' Rose makes a bit of a face at that statement and ponders what he could possibly mean by that. 'How's Donna?'

'She's good, it's nice to have another girl onboard.' Rose grins and nudges him a bit. He looks down to her and raises his eyebrow. Rose smiled slyly at him, unsure if he understood what she was implying. He glances back to her every so often on the way back to his room.

He barely has time to turn around before Rose has dropped the book on the desk and strode towards him pulling him to her level.

Something has been altered between them. Rose turns to her left as she studies him, still deeply asleep beside her. She draws the sheets around her and stares off as she tries to place the change.

It only seems to confirm what she's been thinking, he knows that something is coming, just not what. The first time had been amazing, they had finally given into their passions and it had been one of the most treasured moments of her life. After that, they built on what had been started. Becoming more and more comfortable with their status as lovers. He knew all of her and she him.

This time had been different. Rose glanced back to him, still asleep on his stomach away from her. She bit her lip hoping that it had been a fluke. That the next time wouldn't be like this time, this moment they shared.

It was almost as if it had been expressed in a sense of desperation. Like they clung to the familiarity of each other, as if they knew they could be ripped apart from one another at any time. Like it was their last night together before the morning would bring with it an uncertainty. More likely than not, their separation. And while that played heavily on Rose's mind, he had to have been thinking of something equally as worrisome. Every time he kissed her she felt the unbridled passion behind it, but it was laced with an underlying tone of sorrow. It worried her and she hoped things would go back to normal soon. It seems like they each know something, they are harbouring a little secret and she wonders, which will be the one who will confess the secret first?

Rose leans over and places a soft kiss on the back of his head. He stirs slightly but otherwise remains quiet. She makes herself comfortable and attempts to fall back into a restful slumber. It isn't easy and when she does it is very restless, full of depressing dreams.

Rose couldn't take the listlessness any longer and finally decided to get up only a few hours after she'd attempted to go back to sleep. She yawned and got up, stretching as she searched for her clothing. Once dressed she grabbed the book off the desk, the one she never got the chance to read last night, and opens the door, shutting it softly behind her.

She quietly manoeuvres herself down the halls and into the console room; Rose stops in her tracks as she spots Donna already sitting there, enjoying a hot cup of tea, Rose surmises.

'Morning Donna.' Rose greets cheerfully and she frowns as Donna gives her a look as she studies her. Immediately Rose remembers. It's her shirt; well it isn't hers, exactly. She just couldn't find her own.

'Good morning, Rose.' Donna smiles a bit. If she had any doubt about the two of them, this is another little incident that tells her otherwise.

'Have you been here long?' Rose inquires and she sits beside her. Donna inwardly keeps the sly grin to herself, along with the teasing comments she wants to outwardly express.

'Not terribly long,' Donna took another sip from her mug. 'What about you? I was told you're not a morning person.'

Rose softly laughed. 'You got me, I'm not. Normally. I just couldn't sleep anymore.' Rose smoothed down her shirt.

'You look exhausted still,' Donna rests her head on her hand. 'Sorry. I don't mean to be rude.'

'That's okay, I feel exhausted.' Rose closes her eyes. They've grown heavy and closing them has given her instant relief.

'Where's the Doctor?' Donna inquires and she watches as Rose opens her eyes and frowns slightly. Donna watches her and immediately understands. 'So he does actually sleep.'

Rose appears to be relieved that Donna figured it out and nods at her assessment. 'It isn't often.'

Donna opened her mouth to say something but decided against it. It could be seen as abrasive, even if Donna wouldn't mean it to sound the way it would. Especially since she's caught him a few times wandering the halls, looking for his room, or possibly Rose.

She looks over to Rose who is resting her head on her hand and her eyes are closed. Donna watches Rose's steady, even breathing. Wanting to cover her with something, Donna scans the room, but finds nothing. She sighs softly and sits back in the chair. The creaking startles Rose awake and she looks around, straightening herself up. Once her eyes settle on Donna she blinks.

'Sorry.' She smiles sheepishly and Donna dismisses it.

'Don't worry, it's fine,' She assures Rose and she goes back to resting her head on her hand again. 'Why don't you have a warm shower? That might help wake you up.' Donna offers and Rose nods her head.

'Sounds good, sorry for not being more engaging.' Rose replies and Donna shakes her head.

'I know that look. You've been up late thinking of something. I used to do that do, when I was temp. All the things you go over in your head, ensuring you don't forget anything.' Donna remembers and Rose nods. She did spend the night thinking of things, trying to push it all away. Ignore it for as along as she can.

Rose slowly rises to her feet and stretches. 'I won't be long, promise.' She holds out her hand and Donna places the empty mug in her hand.

'Thanks, and don't worry. Leave the book, will you? I'll read that while I wait.' And Rose passes off her book. Donna gets comfortable and Rose disappears into the halls. But the murmur of voices interrupts the quiet that Donna had been enjoying. She shifts in her seat and struggles to hear them. They keep their voices to a dull whisper.

'So that's where that went.'

'Sorry, I couldn't find mine.'

'Really?'

'Yes. Don't worry I'll put it back.'

'Where are you going?'

'Freshen up.'

'You look tired, didn't you sleep?'

'Not well.'

'Rose…'

'Oh, don't worry. I'll be fine. I'll see you in a bit.'

Donna pretends to pay attention to her book as the Doctor enters the console room, blinking a few times once he's caught sight of Donna sitting on the console chair. She raises her eyebrows at him.

'Morning sleepyhead.' Donna smirks as he sits beside her, giving her a confused look.

'Morning.' He replies, Donna can't help but detect the hint of sleep still in his voice. It only furthers her grin.

Time has passed, slowly, Donna notices. She's already half way through the book. He's underneath again, doing god knows what. Donna's sure it's to keep himself busy. She doesn't want to see him bored.

She catches him peeking up from underneath a few times, staring at the hallway before he disappears again, most likely saddened.

'What's keeping Sleeping Beauty?' Donna wonders aloud, wanting to stimulate conversation. It's been far too quiet for too long.

He pokes his head back up and rests his arms on the lip of the opening. 'Not sure.'

'Well, she had a bit of a rough night. I wouldn't be surprised if she took awhile.'

He's quiet and doesn't respond right away. 'Has she mentioned anything to you?'

Donna lowers the book and eyes him. What does that mean? She opens her mouth to say something but then remembers what exactly Rose had been worrying over. His future. And if there's one thing he can never know it's his own future. Donna closes her mouth and ponders that. That hesitation hadn't gone unnoticed by the Doctor but he doesn't mention it. Rose had told Donna. Clearly it is something that is devastating to her if she can't tell him. What could it possibly be?

'Nothing that she wouldn't have already told you.' Donna plays it safe and while he nods his head in agreement his eyes say otherwise.

Donna lowers her gaze back down to the book and the Doctor can't help but notice it is the same book that Rose had had in her hands just yesterday. Curious as to why Donna now has Rose's book he opens his mouth but hears familiar footsteps as they enter the console room.

She looks much better, Donna decides. Whatever she's done has worked for her. She just finished tying the end of her French braid sits beside Donna. Her face is brighter and any signs of restlessness and fatigue are gone.

Rose turns her attention over to the console when she watches the Doctor hoisting himself up and leans against it. Rose has no expression on her face that may betray what she's thinking. It's the exact opposite. She is just his normal Rose. Of course she's been with him for so long now, she's bound to have picked up some of his tricks that he uses when he doesn't want to talk about something. Is he changing her? For the worse?

'Spaceman, Rose asked you something.' Donna's firm tone interrupts his thoughts.

'What?'

'I said, what was your thought last night?' Rose repeats and he crosses his arms and smiles.

'Right, I guess we should get going. Hold on.' He turns to the console and begins twisting various instruments. Rose and Donna grip the chair as they ensure they don't fall off. He doesn't want to tell them the other message he'd received while off in his room, before he'd ventured out. It was an odd message, oddly it also coincided with Rose's comment about books in the library. That's where he'd wanted to take her and Donna. And then, this mysterious message…who could have sent it? How did they know where he was planning on going? It was unsettling the familiarity that the sender had with him. He had wanted to show it to Rose so he could get her thoughts but then decided against it. He isn't sure why, something in him told him not to.

He glances over to Rose who gives him an infectious smile and he can't help but return it. This is how it should be. Without the weight of the world resting upon their shoulders. He'll do his best to forget the impending storm that is threatening them. He silently hopes that Rose will do the same. Forget the trouble that she can't share with him.

Once the TARDIS finally stops he grins at them and rushes off to the coral strut where he's tossed his jacket and slips it on.

'So, where might we be, Spaceman?' Donna stands up, along with Rose, and places the book she'd been reading on the chair.

He glances at it quickly and smiles at them again. 'Books! People never really stop loving books.'

Rose and Donna exchange confused looks and have to quicken their pace in order to catch up to him. As they file out of the TARDIS they study their surroundings. They've arrived in a very large, but empty reception area. Simple yet functional. It is dimly lit with scattered papers that litter the floor. Rose frowns slightly but it hasn't deterred the Doctor.

'Fifty first Century. By now you've got holovids, direct to brain downloads, fiction mist, but you need the smell. The smell of books, Rose, Donna. Deep breath.'

Rose follows his lead and inhales deeply. The dusty smell of old books fills her senses and she smiles warmly. He takes her hand as he leads them across the room to an open door. Walking down the staircase, they each take in their surroundings and the wonderful smell. There is beauty in the silence Rose can't help but notice. Then again it can be considered slightly unsettling. There isn't the hint of a murmur in the air.

Once they've reached the bottom of the stairs, they get to see the surface of the room, rather a city. It is a massively huge city, and it is completely covered with bookshelves.

Rose covers her mouth at the sheer mass of them and her eyes scan every inch they can.

'Oh…it's a city…' Rose turns back to Donna and the Doctor. He stands beside her and looks out and over the shelves.

'It's a world,' Rose turns up to him, a frown flashes across her features. Donna has also joined them. 'Literally a world. The whole core of this planet is the index computer, biggest hard drive ever. And up there, every book ever written. Who continents of Jeffrey Archer, Bridget Jones, Monty Python's Big Red Book. Brand new editions, specially printed. We're near the equator, so…' He pauses and licks his finger. He lifts it up to feel the wind. Rose and Donna eye each other. 'This must be Biographies! I love biographies!'

Something catches Rose's eye and she wanders over to a small cart that has books piled on them, waiting to be returned to their homes. She lifts one.

'Yeah, very you. Always a death at the end.' Donna replies and he nods his head. Donna notices Rose and goes over to join her.

'You need a good death. Without death, there'd only be comedies. Dying gives us size.' The Doctor finally looks back to where Rose and Donna are and raises an eyebrow. He hurriedly snatches the book out of Rose's hands and she frowns at him.

'Spoilers.' He states firmly.

'What?' Rose and Donna state in unison.

'These books are from your future. You don't wanna read ahead, spoil all the surprises. Like peeking at the end.'

'I'm sorry, I just have to point out…travelling with you is one big spoiler.' Rose crosses her arms and Donna begins to laugh.

'I…try to keep you both away from major plot developments. Which, to be honest, I seem to be very bad at.'

'You're doing a fine job.' Donna points out and he smiles.

'But you know what? I might be bad at staying away, but something's bothering me. This is the biggest Library in the universe. So where is everyone? It's silent.'

'I wondered that too. You can't even hear the slightest murmur, there isn't any shuffling, echoes of people walking around.' Rose looks out into the vastness again.

The Doctor goes over to an information terminal and starts to fiddle on it with the Sonic Screwdriver. His gaze is intense as he studies the terminal and Rose joins him.

'The Library?' Donna questions as she appears on the other side of the Doctor.

'No, it's the whole planet.' Rose turns to her.

'Mm, maybe it's a Sunday.' Donna offers. The Doctor makes a bit of a face.

'No, I never land on Sundays. Sundays are boring.'

'I'm sure if we did land, trouble would find us, no matter what.' Rose interjects. Donna turns over her shoulder.

'Well…maybe everyone's really, really quiet.'

'Yeah, maybe. But they'd still show up on the system.' The Doctor points to the screen. It shows no signs of life at all. How is that possible?

'You've got that determined look on your face. Why are we here?' Donna points out and Rose looks over. Of course, how could she have missed that?

'Oh, you know, just passing.' His response is flimsy and Rose doesn't buy it for a second. Apparently Donna hasn't either, because she shakes her head.

'No, I'm serious. You walked in with your thinking face on. Next we're heading off to the Universe's biggest Library. What gives?'

'Now, that's interesting.' He avoids the question and leans in closer to the screen.

Rose lets out an audible sigh. 'What is it?'

'Scanning for life forms. If I do a scan looking for your basic humanoids, you know, your book readers, few limbs and a face,' Rose and Donna look back to the screen to see the filtered search, but it has been completed. 'Apart from us, I get nothing. Zippo, nada, see? Nobody home. But if I widen the parameters to any kind of life…'

Rose and Donna watch as he pushes some of the keyboard keys, numbers quickly run across the screen until it stops abruptly. 'Error' flashes across the screen before it switches to another piece of information. 'Error; .000; lifeform number capped at maximum record.

'A million million. Gives up after that. A million million.' The Doctor folds his arms and Rose widens her eyes.

'If that's the case, where is everyone? There's no one here.' Rose replies and the Doctor nods.

'And not a sound. You noticed that, Rose. A million million life forms, and silence in the Library.' The Doctor says quietly.

'But there's no one here. There's just books. I mean, it's not the books, is it? I mean, it can't be the books, can it? I mean, books can't be alive?' Donna's line of questioning is a bit unnerving.

The three of them exchange looks before Rose turn towards the closest book. Slowly, rather nervously, she reaches out her hand to touch it. As her fingers are about to make contact with it, they hear a booming voice. It causes everyone to jump, Rose hastily draws her hand away.

'Welcome!'

'That came from up there.' Donna points back to the reception area.

'Yeah!' The Doctor agrees and they all run back into the reception area. There is an odd statue there that they hadn't noticed when they had first arrived. It appears to be rather modern in appearance, but there is a living face mounted onto the head.

'I am Courtesy Node 710/aqua. Please enjoy the Library and respect the personal access codes of all your fellow readers regardless of species or hygiene taboo.' The Node informs them. Rose is unnerved by that thing…she rubs her arms.

'Doctor…that face…it's so…life like.' Rose turns to him but he doesn't seem to be too bothered with it.

'Yeah, don't worry about it.'

'But a statue with a real face, though! It's a hologram or something, isn't it?' Donna can't seem to tear her eyes away from it. It's only when Rose places her hand on Donna's shoulder does she blink and turn to her.

'No, but really, it's…fine.' He tries to reassure them, they don't seem to believe him.

'Additional. There follows a brief message from the head librarian for your urgent attention. It has been edited for tone and content by Felman Lux Decency Filter. Message follows, 'Run. For God's sake, run. No way is safe. The Library has sealed itself, we can't…Oh they're here. Arg. Slarg. Snick.' Message ends. Please switch off your mobile comm. units for the comfort of other readers.'

'That sounded like a warning.' Rose realises and the Doctor nods.

'So that's why we're here…' He trails off and Rose frowns at his statement. 'Any other messages, same date stamp?' He wonders and the Node speaks once more.

'One additional message. This message carries a Felman Lux coherency warning of 5, 0, 11…'

'Yeah, yeah, fine, fine, fine, just play it.' The Doctor states impatiently. Rose still can't get over the lifelike face attached to the statue. Nor the eerie warning message left behind for them.

'Message follows, 'Count the shadows. For God's sake, remember…if you want to live, count the shadows.' Message ends.'

'Rose…Donna…' The Doctor turns to them and Rose presses her lips together. She understands already.

'Yeah?' Donna's reply is weak and she looks uncomfortable to be here.

'Stay out of the shadows.' His warning is firm and causes Rose to glance over her shoulder at the dark crevasses in the reception area.

'Why, what's in the shadows?' Donna inquires and the Doctor leads them across the reception floor and into another portion of the Library. They arrive in an area between the bookshelves, several floors high, reaching as far as they can see.

Rose becomes aware that there was more to this visit than he's letting on. It bugs her slightly and when he says no more, she decides to finally speak up.

'So, the real reason you've brought us here is what? I don't believe you just decided to take us here.' Rose can't stop the cross nature of her voice.

The Doctor turns over his shoulder to her and swallows. He'll have to show her. He's no other choice. 'Yeah, I kind of, sort of lied a bit. I got a message on the Psychic Paper.' He admits and fishes it from his pocket. He stops and hesitates before he opens it. Rose waits for the message to be revealed and wonders why he's hesitating so much.

Slowly, he opens the Psychic Paper to reveal a note to both Donna and Rose. Immediately Rose's cheeks flush with annoyance and what she's sure is jealousy. 'The Library. Come as soon as you can. X.'

Donna steps back a bit, unsure of what to expect. She's seen that look many times in her girlfriends' eyes. Jealousy. Pure and simple. Of course, she and Rose automatically assume that a woman has sent the message, but they are not definitely sure it is.

The Doctor has noticed the look as well, which is why he hesitated showing Rose in the first place. He tries to brush off the subject as best he can. Seeing the envy in Rose's eyes makes him uncomfortable. 'What do you think? Cry for help?' He realises the absurdity of his words the moment they leave his mouth. Rose narrows her eyes at him.

'A cry for help? Really? Sealed with a kiss?' Rose challenges and he silently agrees with her.

'Well…we've all done that…' The Doctor attempts to explain it away. Truth is he's unsure of why there's a kiss there in the first place.

'Well, who's it from?' Donna wonders, hoping the answer wouldn't drive a rift between them.

'No idea.' He admits and Rose presses her lips together. She no longer looks at him, but straight ahead instead.

'So, why did we come here, why did you…' Donna starts to say before she is abruptly cut off.

'Donna! Rose!'

Rose turns over her shoulder and covers her mouth. The lights at the far end of the corridor begin to go out, plunging the end into darkness. Eerily the darkness seems to drive itself towards them.

'What's happening?' Donna questions and the Doctor brushes past her, taking Rose's hand in his own.

'Run!' He instructs. Rose reaches back for Donna's hand, fishing a few times before their hands connect. They continue to run until he's eyed a door. He abruptly halts, Rose crashes into him and Donna into her. He attempts to open the door but it doesn't give.

'Come on!' He shouts in frustration and continues to struggle with it.

'What, is it locked?' Donna questioned and she turned over her shoulder.

'Jammed! The wood's warped!' He replies and Donna snaps her head back to him.

'Sonic it, use the thingy!' Donna cries.

'He can't, it won't work on wood.' Rose informs her and Donna drops her mouth.

'What, it doesn't do wood?!' Her reply is becoming frantic. The darkness is edging its way closer to them.

'Hang on, hang on, if I can vibrate the molecules, fry the bindings, I can shatterline the interface…' The Doctor starts and begins to go off in thought. Donna has had enough and rolls her eyes.

'Oh, get out of the way!' She instructs and shoves him aside. With a swift kick, she's broken the door open and they pile into the room, shutting it tightly behind them. Rose passes the Doctor a book and he uses it to bolt it. They are in a circular room with several doors around it. All of the walls are covered with bookshelves and in the middle of the room there is an open dome letting in sunlight. The three are attempting to catch their breaths.

'Doctor, look.' Rose points to a small girl standing in the middle of the room. She has a look of horror on her face.

'Oh! Hello! Sorry to burst in on you like this. Okay if we stop here for a bit?' He shoves his hands into his pockets and begins to approach the small girl. Without warning, she disappears and a sphere falls to the ground where she used to be standing.

'What is it?' Donna wonders and there is a touch of apprehension in her voice.

'Security camera. Switched itself off.' The Doctor replies and bends down to retrieve it. He turns it over in his hands, examining it. Rose has an uneasy feeling still growing within her.

The girl opens her eyes up and sees the familiar face looming above her. Immediately her features cloud over in a pensive thought, but they soon contort into one of anger and disbelief.

'They were in my Library. How can they be in my Library?' She demands and the man looming over her frowns.

'Who were they?' He inquires.

The girl puts her hands over her ears in pain as the sound of the screwdriver whirling away becomes too painful for her. 'What's that? What's noise?' She wonders, desperately hoping it will end.

'What noise?' A worried voice inquires and the man beside the girl puts his fingers to his lips. The man standing on the sideline is hushed.

In the Library, Rose is watching the Doctor fiddle with the security camera in his hand, running the screwdriver over it. He glances up to Donna who is studying the interior of the room they've locked themselves in.

'Nice door skills, Donna.' The Doctor compliment and Donna looks over to them.

'Yeah, well, you know, boyfriends…sometimes you need the element of surprise.' Donna shrugs.

'Doctor, is there something after us? What were we running from back there?' Rose wonders and he turns to her next. He's rather relieved that she doesn't appear to be cross with him anymore.

'Yeah, Rose is right. Did we just run away from a power cut?' Donna pipes up and the Doctor focuses on the security camera.

'Possibly.' His answer is evasive and is frustrates Donna. She tries a different approach.

'Are we safe here?' Donna can't mask the fear that has driven itself into her voice and clears her throat.

'Course we're safe. There's a little shop.' He points to a sign on the wall indicating where the shop will be located.

'Well, someone's happy.' Rose remarks and he turns to her.

'You know how I feel about shops. Every place ought to have them.' He states defensively.

'What could you sell in a shop that's in a library?' Rose challenges and he looks up to her.

'Lots of stuff,' The Doctor replies and without warning the cover on the security camera's lens opens. 'Gotcha!'

In the little girl's home, she has begun to cry out from the agony she's experiencing. The man can watch no longer and starts to approach his daughter, afraid at what may be happening to her. Strangely, what is not noticed by him, is a peculiar symbol under her. It is identical to the lens on the security camera in her library. Of course, how are they to know of that?

'No, stop it, no, no!' She cries out in pain.

Odd words display themselves on the camera; Rose covers her mouth in disbelief.

'Ohh, I'm sorry. I really am, I'm sorry, I'm so sorry,' Gingerly the Doctor sets down the camera and looks up to Donna, who is staring at it confused. 'It's alive.'

'You said it was a security camera.' Donna walks towards them; her gaze is fixated on the security camera.

'It is. It's an alive one.' He clarifies. Together, they continue to watch the security camera, wondering what else it might do.

The girl is still on the floor, although she is quiet now. The whirring sound has gone and the agony and pain has subsided. Her father is with her, comforting her as best as he can, when he turns to look over to the other man.

'Dr. Moon, what's happened?' He inquires, but Dr. Moon holds up his hand to silence him.

'Can you hear me? Are you all right?' Dr. Moon question and the little girl looks up to him. Her face is solemn.

'Others are coming.'

'Who's coming? Who are they others?' Dr. Moon sets his jaw as he struggles to get answers from her today.

'The Library is breached. Others are coming.' She repeats and Dr. Moon leans in closer to her.

'What others?' His voice is steady and she looks at him deeply.

The Doctor frowns as the message appears on the security camera. Rose bends down to ensure she's read that correctly and Donna looks around them.

'Others? What's it mean, 'others'?' Donna wonders but the Doctor merely shakes his head. He is perplexed as she is.

Donna has spotted a Node and so she goes over to it, hoping that it may shed some light on these mysterious people.

'Excuse me, what does it mean, 'others'?' Donna asks and the Node springs to life, but this time, the face is different. Rose tilts her head. But it's still so lifelike.

'That's barely more than a speak your weight machine, it can't help you.' The Doctor informs them and stands beside Rose.

'So, why's it got a face?' Donna remarks and as the Doctor is about to answer her, the Node speaks up.

'This flesh aspect was donated by Mark Chambers on the occasion of his death.' The Node states and Rose is overcome by horror. She covers her mouth.

'It's a real, actual human face?!' She cries.

'It has be actualised individually for you from the many facial aspects saved to our extensive flesh banks. Please enjoy.'

'It chose me a dead face it thought I'd like? That statue's got a real dead person's face on it…' Donna is shocked, Rose is horrified, but the Doctor appears to be rather indifferent to the situation.

'It's the 51st Century, that's like…basically donating a park bench.'

'It's donating a face!' Donna reiterates and she backs away from it, uneasily. Not paying attention to where she's going, she begins to back up into a shadowy part behind her.

The Doctor quickly grabs Donna by her waist to prevent her from doing that. Immediately she smacks his hands away.

'Oi! Hands!' She states, but the Doctor, unfazed, points behind her.

'The shadow, look.'

'What about it?' Donna's question is casual and Rose approaches the Doctor, unable to take her eyes away from the ground.

"Count the shadows." Rose recalls and Donna frowns.

'One. There I counted it, one shadow.'

'That's all well and good, but Donna…what's casting it?' Rose points again and Donna does a double take. There doesn't appear to be anything in the room that may cause that shadow.

'Oh! I'm thick!' The Doctor suddenly cries out, hitting his forehead with the palm of his hand. 'Look at me; I'm old and thick! Head's too full of stuff, I need a bigger head!'

They look towards a corridor in the room; it's shrouded in a thick darkness. Rose can't help but feel like the darkness is watching them. She is beyond creeped out. Still, she can't stop the uneasiness from growing within her.

The only source of light is coming from a flickering lamp.

'Power must be going.' Donna attempts an explanation.

'This place runs on fission cells. They'll out burn the sun.' The Doctor states and Donna crosses her arms, not wanting to believe what he's implying.

'Then why is it dark?' Donna challenges.

'It's not dark.' Rose cuts in, unable to stop staring at the dark corridor.

Frowning, Donna turns behind and notices that the shadow they've seen has now disappeared. Tilting her head, Donna presses her lips together. 'That shadow. It's gone.'

'We need to get back to the TARDIS.' The Doctor states firmly, Rose takes a hold of his arm. Still staring at the corridor, afraid to turn away. The Doctor tilts her head up towards him, forcing her to break eye contact with the darkness. But she can almost feel the darkness's leering eyes as it bears into her back.

'Why?' Donna questions and the Doctor turns to her. His look is grave and it's beginning to make Donna feel uncomfortable.

'Because that shadow hasn't gone. It's moved.' The Doctor takes Donna's arm in his but lets go once the Node begins to speak. Everyone turns towards it.

'Reminder: the Library has been breached, others are coming. Reminder: the Library has been breached, others are coming. Reminder: the Library has been breached…'

Another door bursts open and six people in spacesuits enter the room. Their leader walks straight towards the Doctor, as if they know each other. She reaches up to the side of the helmet and switches the visor to transparency. It reveals a female face; a confident smile is on her features as she tilts her head, getting in every detail of him.

'Hello, sweetie.' She greets and Rose instantly feels jealousy arise within her. Her cheeks tinge the red hue as before and she narrows her eyes at the woman.

'Get out!' The Doctor instructs and Donna feels her jaw drop.

'Doctor!' She chides, but Rose feels the same way. But it's for an entirely different reason than what the Doctor is trying to do.

'All of you, turn around, get back in your rocket and fly away. Tell your grandchildren you came to the Library and lived, they won't believe you.' The Doctor points to the door they had just used. It snaps Rose out of her jealousy streak and she remembers the danger they are all in.

'Pop your helmets, everyone. We've got breathers.' The woman instructs and everyone begins to take theirs off.

The Doctor turns to Rose, unable to comprehend their ability to ignore him. 'Is it me?' He wonders to her. 'It's my face, isn't it?'

'I told you, it's not super serious anymore.' Rose reminded him and he sighs.

'How do you know they're not androids?' A young woman asks, she barely appears to be out of her teens, the leader turns to her and smirks at her.

'Cause I've dated androids. They're rubbish.' She states.

'Who is this? You said we were the only expedition, I paid for exclusives.' A man steps forward and he is very agitated. The woman rolls her eyes and turns back to the man.

'I lied, I'm always lying. Bound to be others.' She states the last part with a hint of enjoyment in her voice and she turns back to the Doctor, unable to stop staring at him.

'Miss Evangelista, I want to see the contacts.' The man demands and the young girl springs to life, their leader pays her no mind.

'You came through the north door, yeah? How was that, much damage?' She questions and Rose bristles at her familiar nature with him. Who exactly is she? She hasn't even given her nor Donna the time of day yet.

'Please, just leave. I'm asking you seriously and properly, just lea…hang on. Did you say expedition?' The Doctor frowns and the man who demands the contract nods.

'My expedition, I funded it.' He informs them the Doctor makes a bit of a face as he turns to Rose.

'Oh, you're not, are you? Tell me you're not archaeologists?'

'Got a problem with archaeologists?' The leader questions, she raises her eyebrows at him, placing her hands on her hips.

'I'm a time traveller. I point and laugh at archaeologists.' He replies dismissively.

'Ah. Professor River Song, archaeologist.' River replies and the Doctor nods.

'River Song, lovely name. As you're leaving, and you're leaving now…you need to set up a quarantine beacon. Code wall the planet, the whole planet. Nobody comes here, not ever again…not one living thing, not here, not ever.'

Another young woman begins to move out of the corner of her eye and Rose catches it. She turns toward the woman and calls to her. 'Stop! Do not take another step!'

Everyone has frozen, including the young woman, her leg lifted in motion to take another step, but she's stopped herself. 'What's your name?' Rose wonders and she lowers her leg.

'Anita.'

'Anita, stay out of the shadows, okay?' Rose instructs and she nods her head.

'That goes for all of you,' The Doctor turns to the rest of River's associates. 'Not a foot, not a finger in the shadows till you're safely back in your ship. Goes for all of you. Stay in the light. Find a nice, bright spot and just stand. If you understand me, look very, very scared.'

Everyone stares at him; River however, is smiling widely at him. It annoys Rose. She knows that River is hiding something major. She's not just an archaeologist, Rose can tell. It's like she's used to this sort of danger. Obviously she isn't put off by it.

'No, bit more scared than that,' The Doctor's voice interrupts Rose's thoughts. Miss Evangelista appears to have a frightened look on her face. 'Okay, it'll do for now. You, who are you?' The Doctor points to another man staring blankly.

'Uh…Dave…'

'Okay, Dave…' The Doctor echoes and Dave frowns a bit.

'Oh well, Other Dave, because that's Proper Dave,' He points to another man who waves. 'He's the pilot, he was the first Dave, so when we…' Other Dave is cut off as the Doctor leads him back to the door they've come through.

'Other Dave, the way you came, does it look the same as before?' The Doctor questions and Other Dave ponders.

'Yeah. Oh, it's a bit darker.' He responds and the Doctor closes his eyes.

'How much darker?'

'Oh, like I could see where we came through just like a moment ago. I can't now.'

'Seal up this door. We'll find another way out.' The Doctor walks back to the rest of the group, standing beside Rose.

'We're not looking for a way out. Miss Evangelista?' The man demands and she steps forward, handing the Doctor, Rose and Donna a bunch of stapled papers.

'I'm Mr. Lux's personal…everything,' She smoothes down her spacesuit, out of habit, and smiles nervously. 'You need to sign these contracts agreeing that your individual experience inside the Library are the intellectual property of the Felman Lux Corporation.'

'Really? Brilliant, give it here.' Rose holds out her hand and Miss Evangelista hands one to Rose.

'Right here, thanks.' The Doctor grips the paper tightly in his hands, Miss Evangelista moves on to Donna.

'Yeah, lovely. Thanks.' Together they tear up the contract and sprinkle the remains onto the ground.

'My family built this Library. I have rights.' Lux states firmly.

'You have a mouth that won't stop,' River turns to the Doctor. 'You think there's danger here?'

'Something came to this Library and killed everything in it, killed a whole world. Danger? Could be.' The Doctor replies sarcastically. Rose nudges him; she shakes her head at him. He lowers his gaze; he didn't mean to be that rude…

'That was one hundred years ago. The Library's been silent for one hundred years. Whatever came here is long dead.' River informs him and the Doctor folds his arms.

'Bet your life?' He challenges. He is met with a confident smirk from River.

'Always.'

Lux looks over to the other Dave and frowns. 'What are you doing?' He inquires and Other Dave glances back to him.

'He said seal the door.' His reply is innocent enough and yet it causes Lux to frown.

'Torch!' The Doctor calls suddenly and dashes by Lux, snatching his torch from his hands.

'You're taking orders from him?' Lux demands and Rose sighs.

'Rather odd, isn't it?' Rose comments and Lux shoots her a rather nasty look.

The Doctor walks to the other side of the room and starts to look around, using the torch to light the darker corners.

'Almost every species in the universe has an irrational fear of the dark. But they're wrong. Because it's not irrational.' The Doctor shines the light in one particular corner. Rose approaches him an immediately feels like there are eyes watching her. She gets a chill and turns up to the Doctor.

'So…what's lurking in there?' Rose questions. River eyes her suspiciously.

'Vashta Nerada.' The Doctor replies.

'What's Vashta Nerada?' Donna inquires and the Doctor glances back to her. He catches River's eye and nods at her.

'It's what's in the dark. It's what's always in the dark,' The Doctor walks Rose back to the group, but still she feels the eyes on her. 'Lights! That's what we need, lights. You got lights?'

'What for?' River questions and the Doctor raises his eyebrow at her, like she doesn't understand the severity of this issue.

'Form a circle, safe area, big as you can, lights pointing out.' The Doctor instructs and he watches as River points to her associates.

'Oi! Do as he says.'

'You're not listening to this man?!' Lux demands in surprise and River turns to him. She folds her arms and smiles coyly at him.

'Apparently, I am. Anita, unpack the lights. Other Dave, make sure the door's secure, then help Anita. Mr. Lux, put your helmet back on, black the visor. Proper Dave, find an active terminal. I want you to access the Library database, see what you can find about what happened here a hundred years ago,' River commands and at once everyone sets out their tasks. Rose blinks at her and then she looks up to the Doctor. He seems just as surprised as she is. River abruptly turns to the Doctor. 'Pretty Boy, you're with me. Step into my office.' She walks to a desk with an informational terminal.

Rose feels the heat rise in her cheeks. Donna places her hand on her shoulder and Rose has to turn away from the group with Donna.

'Is it me?' Rose whispers and Donna leans in.

'I thought she came on a bit...strong…' Donna agrees.

'She knows him…they've met before…' Rose surmises and watches River at the terminal, the Doctor is watching everyone else.

'He doesn't remember…'

'Well, his life isn't usually in the right order all the time.' Rose recalls and Donna smiles.

'Professor Song, why am I the only one wearing my helmet?' Lux's voice draws them out their conversation and they look over to him. River grins cheekily.

'I don't fancy you.'

'Come on you two, we can help out.' The Doctor approaches them, but River turns over her shoulder.

'Pretty Boy, with me I said.' River states, as she calls to the three of them from the other side of the room. Donna can't help but smirk.

'Oh, I'm Pretty Boy?' The Doctor questions, dumbfounded. Rose tries to hide her annoyance, pushing it down into a small ball. It'd be no good starting an argument with her. Rose hopes that's just River's character, a flirty nature. She hopes.

'Yes!' Donna smirked and then thought of something. 'Hm, that came out a bit quick!'

'Pretty?!' He turns to Rose, hoping to get her thoughts. She just looks him up and down, flashing a crooked, sly smile.

'Well…' She grins. It causes River to turn over her shoulder and watch the blonde and her flirtatious smile. Who is that woman? Another one of his companions? She frowns. Why is this one different?

Rose watches as the Doctor sighs and he reluctantly walks towards River. Rose can't help but notice the victorious smile she flings to her. As the Doctor walks towards her, he thinks of something and turns to the group who is still working on getting the equipment set up.

'Don't let your shadows cross! Seriously, don't even let them touch. Any one of them could be infected.' He warns and it draws everyone's gaze to the ground.

'How can a shadow be infected?' Other Dave wonders, but he sets back to work.

Rose and Donna stick close to each other, as Rose doesn't take her eyes off of River. It's like they're in a competition vying for his attention. They've met, they had to have, she speaks to him with affection and familiarity that he clearly doesn't recognise. How can she be so familiar with him when he doesn't remember every seeing her before?

Donna nudges Rose and she draws herself from her thoughts. They watch River's associates set up the equipment, all save for one.

'Excuse me, can I help?' Miss Evangelista inquires, her voice is soft. She appears nervous and tries a meek smile. Other Dave and Anita look to each other and then to her.

'No, we're fine.' Anita's response is curt and it's as if the pleasant tone has been forced.

'I could just…you know, hold things…' Miss Evangelista tries again, but her cheeks are tinged red from shame, knowing full well why they'd be reluctant to let her help them.

'No, really, we're okay.' Other Dave informs her and Miss Evangelista nods, hanging her head and backing away. It irks Donna and she goes over to the two of them while Rose beckons Miss Evangelista forward.

'Couldn't she just help?' Donna whispers and Other Dave shakes his head adamantly.

'Trust me. I just spent four days on a ship with that woman. She's…' Other Dave struggles to form the correct words when Anita takes over.

'Couldn't tell the difference between the escape pod and the bathroom. We had to go back for her. Twice.' Anita states and Donna looks over to her. She's chatting with Rose, a few steps away, but still seems saddened that she can't help. A lull in the conversation allows Rose to peek over to River and the Doctor. Donna knows she wants to be privy to what they're talking about.

The Doctor is watching River as she is pulling various trinkets out of her bag. His curiosity is peaked when she pulls out a strange, blue book. It appears to have a cover that is modelled after the panelling on the TARDIS. He frowns.

'Thanks.'

'For what?' The Doctor questions and River turns to him.

'The usual. For coming when I call.' River states and a slight frown passes her features. Odd that he wouldn't know it was she that sent him the message, nor the way she's affectionately greeted him. The only way she's ever greeted him.

'Oh, that was you?' The Doctor replies, now understanding why Rose would become so easily jealous. It's just like the first meeting with Sarah Jane. But they seemed to work through their issues. Maybe she could with River.

'You're doing a very good job, acting like you don't know me,' River informs him and the Doctor raises his eyebrow in shock. 'I'm assuming there's a reason.'

'A fairly good one, actually.'

'Okay, shall we do diaries, then?' River inquires and she pulls her blue book over to her. Open it to a random page and stares at him intensely. 'Where are we this time? Uh, going by your face, I'd say it's early days for you. Yes? So, um…' River begins to flip through pages in the journal. 'Crash of the Byzantium, have we done that yet?' River frowns at him. He's staring at her expressionless. 'Obviously not ringing any bells,' River turns several more pages. 'Right, um, oh. Picnic at Asgard. Have we done Asgard yet?' River glances up from her journal to see a blank look on his face. Although Asgard does sound rather lovely, perhaps he ought to take Rose there soon. 'Obviously not. Blimey, very early days then. Huh, life with a time traveller, never knew it could be such hard work,' River lowers the journal and frowns as she truly examines his face. She's overcome with shock and smiles a bit. 'Look at you!' She whispers to him. 'You're young.'

Taken back by that statement, he blinks. 'I'm really not, you know.'

River shakes her head and places her hand on her hip. 'Nah, but you are. Your eyes. You're younger than I've ever seen you.'

'You've seen me before, then?' The Doctor inquires; rather embarrassed that he can't recall who River is.

'Doctor…please tell me you know who I am?' River's voice grows fearful but the Doctor doesn't seem to notice it.

'Who are you?'

They are interrupted by a noise, almost replicating an alarm, but it still is rather odd and quite off.

'Sorry, that was me. Trying to get through into the security protocols, I seem to have set something off. What is that? Is that an alarm?' Proper Dave questions and Rose approaches the Doctor.

'It almost sounds like…' Rose begins, but he's nodding at her unfinished sentence.

'It is. It's a phone!' The Doctor states and everyone turns around, trying to find the source.

In the small girl's home an old fashioned telephone is ringing. It's shrill pitch pierces the atmosphere around them and yet, the adults don't seem to pay it any attention.

'Dad!' The girl calls.

'In a minute.' He responds. She continues to stare at the phone.

'I'm trying to call up the data core, but it's not responding. Just that noise.' Proper Dave states.

'But it's a phone!' Donna states and the Doctor walks towards Proper Dave.

'Let me try something.'

'Dad! The phone, aren't you gonna answer it?' The girl inquires and her father pokes his head around into the living area from the kitchen.

'It's not ringing, sweetie.' He states and the girl frowns.

Confused, she goes to the phone, and as she's going to reach for it, it stops ringing. She doesn't answer it in time.

The terminal's screen shows the symbol from the security camera on it with the words 'Access Denied' written all over it.

'Okay it doesn't like that. Let's try something else.'

Brushing the incident of the phone off, the girl is drawing pictures of the Library at the coffee table. There is a cartoon on the telly and the girl glances up, smiling at the antics of one of the characters.

'Okay here it comes,' The Doctor's voice is heard from the TV. The girl looks up to see a man staring at her. 'Hello?'

'Hello. Are you in my television?' She inquires and sets down her crayons.

'Well, no, I'm, I'm…sort of in space. I, I was trying call up the data core of a triple grid security processor.'

'Would you like to speak to my dad?' She inquires and the Doctor nods.

'Dad or mum, that'd be lovely.' He smiles but the girl doesn't move. She recognises this man.

'I know you! You were in my Library.'

'Your Library?' The Doctor questions and the girl frowns.

'The Library's never been on the television before. What have you done?'

'Ah, I…I just rerouted the interface…'

The connection is broken and the TV reverts back to the cartoon. Annoyed, the girl reaches for the remote, flipping channels to try and get the man back on the picture. She opens a cover on the remote that exposes a second set of buttons, thinking that might help her she begins to push them.

'What happened, who was that?' River questions and 'Access Denied' appears all over the screen once more. Undeterred, the Doctor pushes some keys, but he can't seem to break through. He dashes across the room to the terminal at River's workstation.

'I need another terminal. Keep working on those lights, we need those lights!' He calls to them and River nods.

'You heard him, people, let there be light!' River instructs. Donna and Rose exchange looks before looking around seeing what needs to be done.

The Doctor continues to work on the terminal but finds himself looking at the odd TARDIS blue journal that River has left beside it. Unable to help himself he reaches to pick up the book, River beats him to it.

'Sorry. You're not allowed to see inside the book, it's against the rules.' She declares as she tucks it safely back into her bag.

'What rules?' The Doctor wonders.

'Your rules.' River states and it causes him to frown. Who is she? How does she know so much about him, but he's never met her. Has he completely forgotten meetings they may have had in the past? Clearly he doesn't think he'd be able to forget a woman like River Song.

Abruptly, books start flying off the Library shelves.

'What's what? I didn't do that, did you do that?' The Doctor turns to Proper Dave; he holds up his hands and shakes his head.

'Not me.'

The Doctor turns back to the terminal with the words 'Access Denied' on the screen before is abruptly switches to a new word. 'CAL' is on the top of the screen.

'What's CAL?' The Doctor wonders

A book flies towards Donna and Rose, who can't move out of the way quick enough and ends up getting hit in the shin. She lets out a hiss and bends down to rub her shin, trying to relieve the pain.

'You all right?' Donna wonders and Rose nods.

'Yeah, yeah I'm fine.' Rose insists and that's when they've noticed that the books have stopped flying.

'Look, she seems upset.' Donna points to Miss Evangelista. Rose turns over to her and notices how stressed she appears to be. Rose walks towards her with Donna following behind. The Doctor takes a quick look over his shoulder to see Rose putting her hand on Miss Evangelista's shoulder and he smiles a bit.

River has noticed his distraction as well. She turns towards Rose, knowing she's seen her somewhere before, but unsure of where. And when.

'Hey, are you all right?' Rose questioned and Miss Evangelista rubs her arms.

'What's that? What's happened?' Her voice trembles a bit.

'I don't know.' Lux answers and folds his arms across his chest, wishing he could take his helmet off again.

'Oh, thanks for…you know…offering to help with the lights.' Donna says and Rose nods.

'Yeah, that was really nice of you. You didn't have to.'

'They don't want me. They think I'm stupid, cause I'm pretty.' Miss Evangelista replies sadly and Rose shakes her head.

'Oh no, don't say that. It isn't true.' Rose attempts a smiles but Miss Evangelista only shakes her head.

'No, they're right though. I'm a moron, me. My dad said I have the IQ of plankton, and I was please.'

Donna chuckles softly. 'See, that's funny.'

'No…no, I, I really was pleased. Is that funny?' She inquires and Donna's face becomes serious, Rose straightens up.

'No, no.' Donna states meekly.

The books that remained on the shelves have begun to fly off the shelves; Miss Evangelista clings to Donna's arm and hides her face. Rose smiles at Donna and carefully makes her way back to the Doctor, who seems relieved to see her.

'Do you think that little girl is causing this destruction?' Rose inquires and River joins them.

'It's possible.' River agrees and the Doctor turns to her.

'But who is she? And what's she got to do with this place?' The Doctor questions and River motions to Lux.

'Ask Mr. Lux.'

'CAL, what is it?' The Doctor questions as he turns to Lux. Lux lifts his helmet off and narrows his eyes.

'Sorry. You didn't sign your personal experience contracts.' He replies, but his voice has a hint of a taunting attitude in it.

'Mr. Lux you have to understand,' Rose attempts to reach him. 'You and your associates are in great danger.'

'And you're willing to risk their lives and your own for protecting a patent?' The Doctor states and Lux rolls his eyes at their worry.

'I'm protecting my family's pride.' Lux states simply and Rose sees the annoyance flash across the Doctor's face.

'Well, funny thing, Mr. Lux, I don't want to see everyone in this room dead because some idiot thinks his pride is more important.' The Doctor retorts, unable to keep the anger out of his voice. Rose places her hand on his arm and he inhales deeply. River narrows her eyes.

'Then why don't you sign his contract?' River counters and Rose and the Doctor turn to her. Her pause is slight and then a smirk crosses her features. 'I didn't either. I'm getting worse than you.'

That last comment causes Rose and the Doctor to look at each other. Rose presses her lips together and does her best to remain calm.

'Okay, okay, okay. Let's start at the beginning. What happened here? On the actual day, a hundred years ago, what physically happened?'

Miss Evangelista notices that a panel on the Library wall slides open. Curious she starts towards it; glancing over her shoulder it appears that only she has noticed it.

'There was a message from the Library. Just one. 'The lights are going out.' Then the computer sealed off the planet, and there was nothing for a hundred years.' River informs them and Mr. Lux nods.

'It's taken three generations of my family just to decode the seals and get back in.' Mr. Lux states.

'Um…excuse me…' Miss Evangelista tries to cut in, but her voice isn't powerful enough. Only Mr. Lux hears her and he dismisses her with a wave of his hand.

'Not just now.' He states.

'There was one other thing in the last message…' River speaks evenly and turns her attention to Lux. He narrows his eyes at her.

'That's confidential.' He replies, angry that she'd have the nerve to bring that up.

'I trust this man. With my life, with everything.' River counters and Lux becomes confused.

'You've only just met the man!' He cried and River merely shakes her head.

'No, he's only just met me.'

That comment solidified it for Rose. They've met…but not in this current time, and maybe…not in this regeneration. In the time she met him in the future, after they'd only just been separated, he hadn't mentioned anyone else. He was travelling alone. And yet…when she accidently stumbled into his TARDIS after he had regenerated, she hadn't seen this woman either. It was just a girl named Amy and someone named Rory. Who she assumed, was a man. So where did this enigmatic River Song fit in to the picture?

'Um…this might be important…' Miss Evangelista tries to get everyone's attention, but they pay her no mind. Again it's only Mr. Lux who catches what she's said.

'In a moment!' He informs her and Miss Evangelista lowers her gaze to the floor, flustered.

River pulls out her PDA and approaches the Doctor, who is still beside Rose. River tilts the PDA so he can see it and the message only further confuses him.

"4022 saved. No survivors.'' He reads and looks up to River.

'4022, that the exact number of people who were in the Library when the planet was sealed.' River informs them and Rose frowns.

'So, how were 4022 people saved, if it says there were no survivors?' Rose inquires and River puts the PDA away.

'That's what we're here to find out.' River states and Lux ponders something.

'And so far, what we haven't found are any bodies.'

During the small conversation, Miss Evangelista decided that she could help her team, even if they didn't want her to. She could prove to them that she wasn't a complete moron and maybe they'd respect her a bit more. Maybe she wouldn't be the butt of all their jokes anymore.

Slowly she walks into the open wall panel and directs herself along a shadowy corridor. Once she's cleared it, she discovers a lecture type room. It is dark in there and as she ventures in further, she feels something engulf her. All she can do is let out a terrified scream.

The scream alerts the other members of the group and Rose leads them into the corridor into the lecture theatre, but Miss Evangelista is no where to be found. All that remains is a skeleton, propped up against a support column.

The Doctor pushes Rose behind him into the small slivers of light that has permeated the room. 'Everybody, careful! Stay in the light!' He orders but Proper Dave has become irritated by that warning.

'You keep saying that. I don't see the point!'

'Who screamed?' The Doctor wonders and Proper Dave looks down to the ground.

'Miss Evangelista.' He informs them.

'Where is she?' The Doctor questions and he turns to River, who has begun to reach for her communicator located on the side of her collar of her spacesuit.

'Miss Evangelista, please state your current…' Everyone is shocked to hear River's voice echo from the direction of the skeleton. Rose clutches the Doctor's arm as she positions herself so she can see. Donna grips Rose's hand tightly. 'Please state your current…' River hesitates and whispers the last word, terrified by the realisation. 'Position…'

She carefully approaches the skeleton and reaches behind its back, pulling back a piece of the spacesuit to reveal green lights. They indicate that the communicator is still on. River steps back.

'It's her…'

'We heard her scream a few seconds ago. What could do that to a person in a few seconds?' Anita wonders, unable to tear her eyes away.

'It took a lot less than a few seconds.' The Doctor informs her and keeps Rose tucked behind him.

'What did?' Anita questions.

'Hello?' An eerie voice echoes from Miss Evangelista's communicator. River closes her eyes and turns to the horrified group.

'Um, I'm sorry everyone, um, this isn't going to be pleasant. She's ghosting.'

'She's what?' Donna questions and steps forward to look at River.

'Hello, excuse me? I…I'm sorry, hello? Excuse me?'

'I don't want to sound horrible, but couldn't we just…you know?' Other Dave wonders, hearing her voice is giving him chills.

'This is her last moment…no, we can't. A little respect, thank you.' River snaps and Other Dave nods quickly. Everyone is silent as they continue to stare at the skeleton.

'Sorry, where am I? Excuse me?'

'But that's Miss Evangelista.' Donna states and is surprised that they aren't doing anything to help her.

'It's a data ghost, she'll be gone in a moment,' River reaches for her communicator again. 'Miss Evangelista, you're fine, just relax. We'll be with you presently.'

Donna turns to the Doctor; she doesn't understand what's going on. 'What's a data ghost?' Rose had the same question. How does it manage to manifest itself into this…it's so…heartbreaking. As scary as it may be, Rose almost feels compelled to sit beside the skeleton. So she doesn't have to be alone.

'There's a neural relay in the communicator, lets you send thought mails. That's it there, those green lights. Sometimes it can hold an impression of a living consciousness for a short time after death. Like an after image.' The Doctor explains and Donna frowns.

'My grandfather lasted a day. Kept talking about his shoelaces.' Anita recalls and is saddened.

'She's in there!' Donna protests and Proper Dave sighs.

'She's just brainwaves now. The pattern won't hold for long.' He explains and Donna won't hear it.

'She's conscious! She's thinking.' Realising that her arguments are faltering, Donna's voice becomes softer.

'I can't see, I can't…I don't know what I'm thinking.'

The Doctor turns to Donna, her face is holding onto the shock of this situation and he takes her hands in his own. 'She's a footprint on the beach. And the tide's coming in.' He explains and Donna presses her lips together, not wanting to believe there wasn't anything they could do.

'Are…are those women there? The nice women…are they there?'

'What women? Lux questions and everyone exchanges looks.

'She means…I think, she means us.' Donna gestures to Rose and herself.

'Yeah, they're here, hang on,' River speaks into the communicator and then turns to Donna, who is the closest. 'Go ahead. She can hear you.'

'Hello? Are you there?'

Donna shakes her head in horror, she can't do it. The Doctor leans in to Donna and whispers to her. 'Help her.'

'She's dead.' Donna whispers frantically.

'Yeah, help her…' He says. Donna only shakes her head again.

'I can't…you do it…please.' Donna holds Rose's hand and she nods. Not that Rose feels anymore comfortable doing it but she steps forward, and wraps her arms around herself, trying to build some nerves.

'Hello? Are the nice women there?'

'Yes…yeah, Miss Evangelista, we're here. Are you okay?' Rose's voice cracks and she feels uneasy. She reaches back for the Doctor's hand. His takes it in his own tightly.

'What I said before, about being stupid. Don't tell the others, they'll only laugh at me…again…why do they always laugh at me…?'

'Don't worry, Miss Evangelista. We won't tell them. We promise.' Rose feels tears well up in her eyes. How desperately she wants to help her…doing this…isn't enough in her eyes.

'Don't tell the others, they'll only laugh.'

'We won't…promise…'

'Again…'

'I won't…I won't tell them…'

River notices that the lights of the neural relay are now blinking. It won't be long now.

'Why do they always laugh at me…?

'She's looping now. The pattern's degrading…' River explains and Rose hastily brushes away the stray tears.

'I can't think, I…don't…I…I…I…Ice cream. Ice cream. Ice cream…'

Donna has to close her eyes to block out the repeated words as they claw at her, making her feel useless for not being able to help her.

'Does anybody mind if I…?' River doesn't wait for an answer and steps towards the skeleton. She reaches over and switches off the relay.

Rose turns around and the Doctor pulls her forward into an embrace. She's still shocked that it takes a few seconds before she's registered what's happened and embraces him tightly. He places a kiss on her head. River notices, and perhaps the mystery of the two of them are beginning to be solved. But what's her name? Why hasn't he mentioned anything to her? But River's confident that she's seen this girl before. But where? And when?

'Are you okay?' He whispers to her. Rose pulls away and presses her forehead to his.

'That…that was horrible. That was the most horrible thing I've ever done…that I've ever seen…' Rose whispers to him and he brushes away a few of the small tears that fall.

'I know…and I hope you never have to do that again…'

'It was a freak of technology,' River interrupts and the Doctor shoots her a look of annoyance. 'But whatever did this to her, whatever killed her…I'd like a word with it.' River states and the Doctor reluctantly lets go of Rose. He tilts her chin up to him and she nods. It's okay to move on. He watches as Donna embraces her tightly and wishes he were in her place.

'I'll introduce you.' The Doctor announces and dashes out of the lecture room, taking Rose and Donna's hands with him. He would not leave them alone to the Vashta Nerada.

He lets go of their hands and River brushes by them, Rose and Donna stick together, remaining in the background while the Doctor surveys the room.

'I'm gonna need a packed lunch.' He announces and River points to her bag.

'Hang on.' She goes towards it, but the Doctor wants a word with her.

Together they bend down and River opens up her bag, digging through it as she searches for the lunch. She pauses and pulls out the TARDIS coloured journal.

'What's in that book?' The Doctor whispers to her and River looks over to him.

'Spoilers.' Her smirk is playful.

'Who are you?'

'Professor River Song, University of…' But the Doctor cuts her off.

'To me. Who are you to me?' He clarifies. From the first moment he met her she spoke to him with an underlying tone of intimacy. And not in a friendship way, nor that of a close family member, it was like a lover. The very thought of someone replacing Rose was laughable. How could she be replaced? And by him no less?

Rose was pretty much stuck with him…until…well she just couldn't be anymore. He is sure Rose doesn't mind though. He can't help but understand how awkward this must be for her. To have another woman coming up and declaring that they know one another, in a rather private way, all these things they've done that he doesn't remember doing with her…can't be easy for her. And yet, he hopes she knows that she's all he wants. She's all he needs.

'Again…spoilers,' River's voice interrupts his thoughts as she places a lunchbox in his hands. 'Chicken and a bit of salad. Knock yourself out.'

He stares at her with a meaningful look as he tries to decode the mystery that is this River Song. Finding no solution, he stands up and turns to the group.

'Right, you lot. Let's all meet the Vashta Nerada!' He declares.

'Darling, Dr. Moon is going now, but he'd like a word with you alone, is that all right?'

'Yes, of course, Dr. Moon.' The girl nods and smiles.

Dr. Moon turns to the father and smiles warmly at him. 'Thank you,' He turns to the girl and bends down to her level, waiting for the father to leave them. When he does he speaks to her, but keeps his voice low. 'Now, listen. This is important. There's the real world, and there's the world of nightmares. That's right, isn't it? You understand that?'

'Yes, I know, Dr. Moon.' The girl states confidently and Dr. Moon closes his eyes briefly before reopening them.

'What I want you to remember is this…and I know it's hard. The real world is a lie, and your nightmares are real. The Library is real. There are people trapped in there, people who need to be saved. The shadows are moving again. Those people are depending on you. Only you can save them. Only you.'

Not wanting to be thought of as rude, River approaches the two women that the Doctor had brought along with him. They are watching intensely at him as he lies on the floor, examining each shadow with the screwdriver.

'So, you travel with him, don't you?' River inquires and the both turn around and frown. 'The Doctor, you both travel with him?'

Donna and Rose exchange looks and Donna crosses her arms. 'What of it?' She can't control the icy tone of her voice.

As the Doctor moves around the room he stops at Proper Dave's feet, he frowns. 'Proper Dave, could you move over a bit?'

'Why?'

'Over there by the water cooler. Thanks.'

Proper Dave grumbles a bit but does as he's instructed and moves out of the way.

'You know him, don't you?' Donna abruptly asks and Rose freezes. Inside she feels anxious as she awaits the answer. This is but another glimpse into his future. A future that she's not in. A future where he's moved on. Moved on with her.

'Oh, yes, I know that man. I know him well. We go way back, that man and me. But…as well as I know him, there's so much I don't know about him,' River smiles sadly. 'He's not always an easy person to read.'

'I'm sorry…but what?' Rose inquires, she can't take it anymore. She can't take the mysteries.

'He hasn't met me yet. I sent him a message but it went wrong, it arrived too early. This is the Doctor in the days before he knew me,' River turns her attention to the man lying flat on his stomach pointing the screwdriver at the shadows. 'And, and I never understood it. I never understood why we couldn't grow close. Why, even though we had great adventures together, why he always looked through me. Like he does now. It shouldn't kill me, but it does. And now, I think I'm starting to get why.'

'What are you talking about?' Donna wonders, Rose is equally as lost, but she understands, maybe. 'Are you just talking rubbish?'

'Do you know him, or don't you, River?' Rose can feel the jealousy creeping back into her.

'Rose! Donna! Quiet, yeah? I'm working!' He calls over to them.

'We're sorry!' Rose calls back to him. River freezes, it makes so much sense now, and she's in awe, of the most brilliant woman in the universe.

'Donna? You're Donna? Donna Noble?'

'Yeah…why?' Donna wonders, however River has moved on to Rose. Staring at her with shock. It all makes sense now.

'Rose…Tyler…' River repeats and it causes Donna and Rose to grow uncomfortable. River gets it. She remembers where she had seen her face before.

'Hello, sweetie!'

'River! I…um…I, uh what are you doing here?'

River sinks down beside him on the console chair, he hastily tries to shove something back into his pocket. However, he isn't quick enough and River has snatched it out his hands.

'What are you trying to hide from me?' She beams up to him, he's already red. He doesn't answer her right away and so she looks down to the object she's taken from him.

It's an old photo. Very old, cracked slightly, the edges are starting to curl upwards and the sepia colour is fading. Frowning, River brings the photo up closer to inspect the contents.

It's of two people, a man and a woman. The woman is looking up to the man with a smile on her face. He has her arm grasped in his own and it staring off at something in the distance. Instantly she recognises the man, how could she not?

'Is that Tsar Nicholas?'

'Yes.'

'Who's the girl? Doesn't look like a Romanov, she doesn't resemble his other daughters.'

'She was an unofficial daughter.' He informs her and he remembers her stories of her time spent with them. He'd give it all to hear her tell them to him again.

'Unofficial? Why do you have this photo? It isn't like you to keep photos, especially if they aren't of you,' River teases, but he doesn't smile. 'Did you fancy the girl?' She inquires, assuming the girl is nothing more than a maid of some kind. She thinks it's odd for a Tsar to grow close with a maid.

'Yeah, I 'fancied' her,' He tells her. River looks up to him with shock on her face. 'Although, 'fancied' isn't a word to describe what we once had.'

'What?' River questions, but she receives no reply. She's slightly offended that he'd bring up a casual liaison while she's sitting here with him.

She turns the photo over and notices two sets of writing on it. One she easily recognises as the Doctor's and another she doesn't.

"Nicholas and I. Tobolsk. Governor's Mansion. Spring 1918."

Underneath that…

"Rose Tyler and her father."

Beside that is a Gallifrayan symbol she hasn't come across before.

'So, Tsar Nicholas had an illegitimate daughter, eh? Who'd have thought that?'

'No, River, he didn't,' The Doctor gently pries the photo out of River's hands. 'He was fiercely loyal to his wife. That loyalty cost him his throne, his country and his life.'

'So then, who is she? Scullery maid?' River wonders and the Doctor snaps his head to her.

'No!' He states firmly, there is anger in his voice. River doesn't understand why.

'Well then, tell me who she is! Stop being secretive.' River insists and she watches the hurt come into his eyes.

'It's in the past, River, why does it matter now?'

'Because I want to know.'

'We can't always get what we want.' He informs her and it causes her to ponder that.

'I have my ways, you know that.'

'I do, but they won't do you any good.' He replies and River mulls that over. He didn't fancy her, and they shared something special. But what? Could it be what they share? A deep friendship?

'I've got it.' River declares. He turns to her, rather confused, and maybe a bit apprehensive.

'What?'

'Rose Tyler…' River repeats. Even hearing her name causes a great sadness to well up within him. 'More than a friend? Well, what could be more than a friend but a lover?' River's smile is coy and the Doctor turns to her. He doesn't answer, but it tells her all she needs to know. 'How often did you visit her in 1918?'

'She didn't live in 1918. She was my companion, at first. That's how it started.'

River doesn't have another moment to answer him before the irrefutable sounds of Amy and Rory's bickering indicates that they are drawing closer.

River doesn't know what to think. She's never seen him look at her the way the simple mention of this Rose's name makes him look. Just how special was she to him? Where could she be? Pity she'll never know.

'I do know the Doctor, but in the future. His personal future.' River states and Donna and Rose stare at each other. She knew it, it all makes sense now. Jealousy stabs at her.

'If that's true, then why don't you know us? Where are we in his future?' Donna questions. Rose knows the half of that answer. She doesn't know where she ends up, but they just aren't together. Then she started going over the parts of his future where she's met him.

Where was Donna? In 1969, he had been alone, their separation, fresh. But there was no Donna, and Rose hadn't thought to ask. When she met the future him, there was an Amy and a Rory, and possibly a River, but again, no Donna.

What happened to her? Did she and Donna get stuck somewhere together? Just as River opens her mouth to answer them, the Doctor cuts in as he stands up.

'Okay, we've got a live one! That's not darkness down those tunnels, this is not a shadow. It's a swarm. A man-eating swarm,' The Doctor opens up the lunchbox and takes the chicken leg out. He throws it into the shadows but by the time it reaches the ground, there's only the bone left of it. 'The piranhas of the air, the Vashta Nerada. Literally 'the shadows that melt the flesh.' Most planets have them, but usually in small clusters. I've never seen an infestation on this scale, or this aggressive.'

'What do you mean, most planets? Not Earth?' Donna questions, horrified. To Rose, it explains why she'd felt eyes on the back of her, they were watching her.

'Mm, Earth and a billion other worlds. Where there's meat, there's Vastha Nerada. You can see them sometimes, if you look. The dust in sunbeams.' The Doctor states.

'If they were on Earth, we'd know.' Donna replies confidently, but the Doctor shakes his head.

'Nah, normally they live on road kill. But sometimes people go missing. Not everyone comes back out of the dark.' He says darkly and Rose gets another chill.

'Every shadow?' River questions.

'No. But any shadow.' The Doctor clarifies.

'What do we do, Doctor?' Rose questions and he ponders it.

'Daleks aim for the eyestalk. Sontarans, back of the neck. Vashta Nerada…run! Just run!' He takes Rose's hand in his own.

'Run?' River echoes. 'Run where?'

'This is an index point. There must be an exit teleport somewhere.' The Doctor surmises and he turns to Lux.

'Don't look at me, I haven't memorised the schematics!' He states and Rose softly sighs.

'Doctor!' Donna calls and he looks over to her. 'The little shop that you and Rose argued about. They always make you go through the little shop on the way out so they can sell you stuff.'

'Oh, Donna you're right!' Rose exclaims and Donna grins.

'That's why I like the little shop, Rose!'

'Okay, let's move it!' Proper Dave states and he heads towards the shop, Rose spots something and inhales sharply. She tugs on the Doctor's coat sleeve and she points to the problem.

'Actually, Proper Dave, could you stay where you are for a moment?' The Doctor says and motions for Donna to back up towards them.

'Why?' He inquires; Rose doesn't understand how he hasn't noticed yet.

'I'm sorry. I'm so, so sorry. But you've got two shadows,' Everyone quickly lowers their gaze to the floor in horror. 'It's how they hunt, they latch onto a food source and keep it fresh.'

'What do I do?' Proper Dave questions, his voice is full of panic.

'You stay absolutely still. Like there's a wasp in the room, like there's a million wasps.'

'We're not leaving you, Dave.' River reassures him and he nods slightly.

'Course we're not leaving. Where's your helmet?' The Doctor asks and Proper Dave starts to lift his hand. 'No, don't point. Just tell me.'

'On the floor, by my bag.'

Anita begins to cross the room to fetch it for him, but she gets dangerously close to Proper Dave's shadow. 'Don't cross his shadow!' The Doctor warns, Anita manoeuvres around it and picks up the helmet, walking to the Doctor. 'Thanks,' He takes it off her. 'Now, the rest of you, helmets back on and sealed up. We'll need everything we've got.' The Doctor carefully puts the helmet on Proper Dave.

'Um, but Doctor, we haven't got any helmets.' Donna can't help but notice and the Doctor turns to her.

'Yeah but we're safe.' He states and Donna frowns.

'How are we safe?' Donna questions and the Doctor quickly looks away.

'We're not, that was just a clever lie to shut you up. Professor, anything I can do with the suit?' He turns to River who lowers her gaze as she thinks.

'What good are the damn suits? Miss Evangelista was wearing her suit, there was nothing left.' Lux recalls frantically.

River ignores him as she suddenly thinks of something. 'We can increase the mesh density, dial it up 400%. Make it a tough meal.' River states.

'Okay,' The Doctor sonics Proper Dave's suit. '800%, pass it on!' He lifts it to pass it on to River, but she holds up a similar one.

'Gotcha!' She smirks.

'What's that?' The Doctor inquires, Rose can't stop feeling inadequate compared to her.

'It's a screwdriver.' River states simply.

'It's sonic.'

'Yeah, I know. Snap!' River goes around sealing everyone's suits with her sonic. The Doctor walks towards Rose and Donna, continuing to eye River with suspicion. He grips Rose and Donna's hands, and pulls them in the direction of the shop.

'Doctor what are we doing?' Rose struggles to fall into pace with him.

'Is this really a good time to be shopping?' Donna wonders and the Doctor turns to them.

'No talking, just moving!' The Doctor stops in front of an odd looking machine. It is a lectern by a small dais with three roundels in it. 'Try it!' He pushes Rose and Donna into the machine. 'Right, stand there in the middle.'

'What are you doing? What is this?' Rose demands an answer. That look in his eyes. Something is telling her he's worrying about something.

'It's a teleport. Stand in the middle, both of you. Can't send the others, TARDIS won't recognise them.' The Doctor rushes his sentence and doesn't look Rose in the eye.

'What are you doing?' Donna repeats Rose's question.

'You don't have suits, you're not safe!' The Doctor cries and Rose crosses her arms.

'You don't have one either. Don't even play that angle; you're in as much danger as we are. We are not leaving you.' Rose lowers her voice and he looks at her frantic.

'Let me explain…' He starts, and Rose watches his right hand twitch, just as he reaches to press the lever, Rose leaps off and the Doctor presses it. Donna teleports away, with a scream, and Rose lands in the Doctor's arms, knocking them both to the ground.

'Rose!' The Doctor cries and she takes his face into her hands.

'Where you go, I go. What you see, I see. Stop forgetting that!' She shouts at him and passionately kisses him. Forgetting the danger they're in, he returns it, wrapping his arms around her.

'Doctor!' River's voice from the other room and he pulls away, panting slightly he gets up and pulls Rose to her feet. He draws her in for a final kiss before breaking it and takes her hand. They run back into the other room.

Donna starts to appear inside the TARDIS, but before the process could finish she disappears again with another scream.

The Doctor stops abruptly with Rose, crashing into the back of him. Immediately she sees what had worried River so much.

'Where did it go?' The Doctor scans the room and Rose feels uneasy.

'It's just gone. I…I looked around, one shadow. See?' Proper Dave explains.

'Does that mean we can leave? I don't want to hang around here.' River looks around the room, an uneasy feeling is building within her. She notices that Rose has remained, but Donna is gone. Why is that? Not to mention Rose looks rather…dishevelled. River narrows her eyes as Rose presses her lips together, she doesn't catch River studying her.

'I don't know why we're still here. We can leave him, can't we? I mean, no offence…' Lux smiles apologetically to Proper Dave. River is about to open her mouth, but Rose beats her to it.

'I'm sorry, Mr. Lux, but you can shut up.' Rose states curtly, and for once, it causes River to smile. There is feistiness within her, River likes that.

'Did you feel anything? Like an energy transfer? Anything at all?' The Doctor does a circle around Proper Dave.

'No, no, but, look, it's, it's gone.' Proper Dave begins to turn around to show that he's clear. The Doctor shakes his head.

'Stop there, stop, stop, stop there, stop moving!' He shouts and Proper Dave finally ceases his movement. 'They're never just gone. And they never give up.' The Doctor kneels down and starts to investigate the shadows with the sonic. He straightens up. 'Well, this one's benign.'

'Hey, who turned out the lights?' Proper Dave questions.

'No one did, they're fine.' Rose informs him, but she can feel the discomfort growing within her again.

'No, seriously, turn them back on!' Proper Dave pleads, his voice becoming frantic and full of fear. River doesn't understand, they're surrounded by a halo of light. How can he not see it?

'They are on.' River states to him but he doesn't understand how they can insist there is light, when he can't see a bloody thing.

'I can't see a ruddy thing.' Proper Dave insists and he begins to feel something cold and wet surround and then engulf him.

'Dave, turn around.' The Doctor states and he does so. When he turns back to the group, Rose gasps and covers her mouth. His face has become invisible in the darkness of the helmet.

'What's going on? Why can't I see? Is the power gone, are we safe?' Proper Dave wonders and Rose instantly knows, that the Vashta Nerada have managed to claw their way into his suit. Is there a way out of this situation for him, or will he end up like poor Miss Evangelista? Rose hopes for the best.

'Dave, I want you to stay, absolutely still,' The Doctor tells him, but he suddenly jerks and then stiffens. 'Dave, Dave? Dave, can you hear me, are you all right? Talk to me, Dave.'

'I'm fine, I'm okay, I'm…I'm fine.' He repeats. Rose doesn't like the sound of him. Is he repeating himself? Is he ghosting?

'I want you to stay still, absolutely still.' The Doctor instructs but Rose doesn't think he's made it.

'I'm fine, I'm okay, I'm, I'm, fine. I can't…Why can't I? I…I can't…Why can't I? I…I can't…Why can't I? I…'

River notices the lights on Proper Dave's communicator have begun to blink, she closes her eyes. 'He's gone, he's ghosting.'

Rose covers her mouth and closes her eyes, how she wished they didn't have to lose another person to these vicious creatures.

'Then why is he still standing?' Lux questions and Rose snaps her eyes open just as the Doctor has begun to cautiously approach Proper Dave.

'No, Doctor!' Rose cries out.

'Dave, can you hear me?' The Doctor questions, but Proper Dave suddenly grabs the Doctor around the throat and begins to squeeze. Rose rushes forward and hits him out the arms, trying to get him to relinquish the Doctor. At that moment, Proper Dave's helmet is illuminated there is nothing left but a skeleton in a spacesuit. Rose freezes, as she can't turn away from it, she digs her nails into the fabric of the suit.

'Rose, get…back!' The Doctor manages to get out. Proper Dave roughly knocks Rose off of him and she falls to the ground from the forcible nature of the shove.

'Who turned out the lights? Hey! Who turned out the lights?' Proper Dave's speech loops. River runs towards them, her sonic in her hand.

'Excuse me!' River uses her sonic to stun the creature and she frees the Doctor. He immediately pulls Rose to her feet and backs away from the creature, pushing River with him.

'Back from it, get back, right back!' He instructs and the group does at its told, but they soon encounter a problem. The creature has cornered them and awkwardly begins to advance on them, taking slow, mindful steps.

'Doesn't move very fast, does it?' River turns to the Doctor but he's staring at the suit in disbelief.

'It's a swarm in a suit. But it's learning.' The Doctor grows fearful and the group jumps when several long shadows reach out from the creature and move towards the group. They back away a bit more.

'What do we do? Where do we go?' Lux panics and River turns to face him. She smiles confidently.

'See that wall behind you? Duck!' River shouts and Lux does as he's instructed to do. River uses a sonic blaster to make a hole in the wall.

'Squareness gun!' The Doctor grins and River just gives him a crooked smile. She becomes serious and turns to the remaining group members.

'Everybody out. Go, go, go! Move it, move, move! Move it, move, move!' She shouts and they all pile out of the room, arriving in a shadowy aisle between some tall bookshelves.

'You said not every shadow.' River recalls.

'But any shadow!' The Doctor restates.

'Hey! Who turned out the lights?' The creature arrives at the aisle. Instinctively, the Doctor grips Rose's hand.

'Run!' River yells and they all take off running down the aisle as fast as they can. River watches as the Doctor leads the way with Rose. Truly, it does make sense. How could she have been so blind?

'Sweetie, dinner's ready.' The girl's father pokes his head from around the kitchen wall and smiles at her.

'Donna Noble has been saved.' She informs him proudly.

'Sweetie?' He murmurs, confused, unsure of what that meant.

Rose is leaning beside the Doctor, panting as she tries to catch her breath, watching the Doctor fiddle with a lamp. River approaches them while the rest of the group is bent over, recovering from their near marathon.

The Doctor glances over to her briefly, before turning back to his work. 'Trying to boost the power. Light doesn't stop them, but it slows them down.'

'So, what's the plan? Do we have a plan?' River inquires.

'No, he usually makes it up off the top of his head.' Rose replies and it causes River to nod deeply.

'Ah, yes, that is true, isn't it?' River points her screwdriver at the lamp as well and the light becomes noticeably stronger.

The Doctor can't take it anymore, he wants answers from her. 'Your screwdriver…looks exactly like mine.' He notices, Rose observed that as well. Why is that?

'Yeah, you let me borrow it.'

'I don't let anyone borrow my screwdriver, not unless I trust them completely.' The Doctor counters and River inwardly sighs a bit.

'I know. And you do trust me. You'll come to see that.' River replies cryptically, Rose's cheeks redden.

'Who are you?' The Doctor asks again and River leans against one of the bookshelves.

'What's the plan?' She's becoming quite good at dodging his line of questioning, revealing only what she needs to. Keeping her answer vague. It's starting to annoy him.

'I teleported Donna back to the TARDIS, which is where someone else should be…' The Doctor turns to Rose who shrugs. 'If we don't get back there in under five hours, emergency program one will activate.'

'Take her home, yeah…' River nods and she turns to the rest of the group. 'We need to get a shift on.' She instructs and she hears someone groan softly.

The Doctor checks his screwdriver and Rose sees the look of grave concern etch themselves into his face.

'Doctor, what is it?' Rose walks to him, he turns to her, a slightly panicky look is evident now.

'She's not there, Rose. I should've received a signal, the console signals me if there's a teleport breach.'

'Well, maybe the coordinates have slipped. The equipment here's ancient.' River explains and Rose spots something.

'Look, there's a Node. I'll go see if it can help us,' Rose runs to the nearby Node. 'Excuse me, Donna Noble. There is a Donna Noble here in this Library somewhere. Do you think you can help us locate her position?'

The Node turns its head to Rose to reveal that it is wearing Donna's face. Rose gasps horrified.

'Donna Noble has left the Library. Donna Noble has been saved.'

'Donna!' The Doctor exclaims when he's joined Rose, her gasp having alerted him.

'How can it be Donna, how's that possible?' River stares at the Node without a shocked expression on her face.

'Donna Noble has left the Library. Donna Noble has been saved.'

'Oh no…Donna…' Rose covers her mouth in shock and the Doctor wraps his arm around her shoulders.

'We can save her. We can figure this out.' He attempts to reassure her.

'Donna Noble has left the Library.'

'Hey! Who turned out the lights?' Everyone whips their heads to the direction of the creature who has now appeared in the aisle. Everyone except the Doctor and Rose, who are too devastated to care what's going on around them. They continue to stare at the Node in complete despair.

'Doctor! Rose!' River calls to them, when she's noticed that they haven't followed her when she's led the rest of the group away.

'Donna Noble has been saved.'

'Hey! Who turned out the lights?'

'Donna Noble has left the Library.'

'Doctor, Rose, we've got to go, now!' River runs back to them and takes the Doctor's hand. It prompts him to grasp Rose's hand.

'Donna Noble has been saved.'

'Hey! Who turned out the lights?'

'Donna Noble has left the Library. Donna Noble has been saved.'

River leads them into a dead end. They are cornered, the creature is coming at them from one end of the aisle and the ravenous shadows are driving towards them from the other end.

'Doctor, what are we going to do?' River turns to him.

He ensures Rose is safely beside him, not wanting to take any chances with her safety. Not like he had with Donna, who is lost or trapped somewhere now because of him. Who would have thought the safest place to be was actually the most dangerous?

Rose grips the Doctor's arm and turns her gaze from one end of the aisle to the other. How could they possibly get themselves out of this?

Hello all!

Wow I'm so sorry it's taken so long to get this chapter written. Honestly I didn't feel creative enough to start it and had to force myself to get it written. Maybe that's why I'm not overly satisfied with it.

Well here she is, River Song. I hope I've captured the jealousy issue between Rose and River. Just remember, Rose wins out. A lot of it will be explained later on. I've included a glimpse in here. Hopefully it works.

Thank you all for your reviews last chapter, your support means a lot.