NOTE: Sorry for the long wait. Short chapter is short. I was going to have the Matrix scene in here, but I'm tired and have to get up early and I probably can't get back to writing for a few more days so I wanted to make sure that you all knew I was still alive and interested in the story!

Chapter Twenty-two

"Okay, first stop is LMC-7/11MAH-Zed."

"You can't call it that." River complained.

"I know, it's just dreadful." The Doctor lamented. "I decided to let the natives rename the planet but they are taking a ridiculously long time coming up with something."

"Natives?" Amy asked surprised. "I thought you specifically bought a planet that was uninhabited and that no one would want to live on."

"They don't live on it, they live in it." The Doctor smiled as he set the TARDIS in flight. "And they are technically transplants."

"Transplants from where?" Rory asked.

"Better question is 'why'?" Amy added.

"Both great questions." The Doctor admitted as he check the monitor as they landed. "The Xolisithle were in a little known world in the outer rim of the Andromeda galaxy. When I went to visit to ask for their help with building the new Matrix I found that they were near extinction, having been systematically hunted down by a rival race. So I solved two problems at once and moved the survivors to LMC-7/11MAH-Zed."

"When did you do all this?"

"Well, about a month ago, I think it was a Thursday night, or five thousand years ago...depending on your perspective."

"While we were sleeping you relocated an entire race?" Amy asked incredulously.

"Yes." The Doctor nodded and head towards the door. "It wasn't hard, there were only six left."

The Doctor didn't leave any room for more questions as he bounded towards the doors and opened them. The outside world was a smoothly carved rounded tunnel that stretched off into the distance. River walked up to the door with her parents but couldn't join them as they followed the Doctor out. The Doctor looked back over his shoulder at River. She flashed him a brave smile but he could see the toll that carrying the Vale wound was having on her even after only a few hours.

Unable to do anything for River the Doctor turned his attention back to the task at hand. Amy and Rory followed at his side as they continued down the featureless carved tunnel. Amy gasped in horror as the tunnel ended in a gigantic cavern that stretched at least a thousand feet both up and down from their perch. It wasn't so much the open space that startled her as the blue insect type creatures that swarmed through the air by the thousands.

Slightly smaller than the average human the deep blue insects had a vaguely humanoid form with exaggerated legs and painfully thin waists. Their iridescent wings surprisingly made no noise as they beat with blinding speed. The creatures were crossing the void of the cavern into the myriad of tunnel entrances. Rory took Amy's hand, but it seemed more like he was seeking comfort rather than giving it.

"What are they?" Amy whispered in terror.

"These are the Xolisithle."

"I thought you said there were only six." Rory hissed.

"That was a while back." The Doctor shrugged. "Now that no one is killing them off there' s been a bit of a population spike."

"A bit?!" Rory and Amy asked in unison

"Maybe more than 'a bit'." The Doctor smiled. "Xolisithle don't breed often, but when they do: watch out! Babies everywhere, or at least larva."

"That is disgusting." Rory said distastefully.

"Imagine how they see you, all pink and soft, gross." The Doctor countered.

A Xolisithle that was significantly larger than the others with vivid green markings on his blue exoskeleton spotted then and flew closer. Amy backed away and Rory hid behind her as the man sized bug landed at the entrance of the tunnel. The ends of his four long arms were tipped with delicate looking hands. He folded his wings and made a clicking sound with the curved mandibles on either side of his mouth. The Doctor made a noise that was somewhat similar to the clicking as he greeted his friend.

"Doctor, I am pleased to see you again." The Xolisithle said in startlingly clear English.

"You as well Kraid." The Doctor gestured to his Companions. "This is Amy and Rory, of Earth."

"Greetings, I have heard much of Earth from the Doctor." Kraid said to the pair.

"Good things I hope." Amy said nervously.

"Nothing but kind words I assure you." Kraid said and then clicked his jaws in what sounded almost like amusement.

"Kraid, please tell me your people have come up with a new name for the planet."

"We are still deliberating, Doctor."

"You've had five thousand years to decide on a name, you know that right?"

"We do not take such a task lightly."

"Clearly."

"We will name the planet, Doctor, and it will be a name that fits this bountiful world perfectly."

"Bountiful?" Amy asked. "Last time I checked it was a barren wasteland that rained acid."

"The Xolisithle definition of what is bountiful is not the same as your's, Pond."

"I assume you are here to give life to the Matrix," Kraid said with notable excitement "with the final pieces you brought us it is ready for the soul software download."

"Good."

"Do you posses the Crown of Rassilon?" Kraid asked.

"No." The Doctor admitted. "We're going to have to use the Seventh Door Protocol."

"That is unwise, Doctor."

"I know." The Doctor said. "However beggars and choosers, you know how it is."

"Whoa, wait, why is this 'Seventh Door' unwise?" Amy broke in.

"It's a type of back door into the Matrix, it's harder to control and more prone to overwhelming the user." The Doctor explained. "But don't worry, not only am I really good at this, but this version of the Matrix was built just for me. I'll be fine Amy."

"And if you're not?"

"Good point, here." The Doctor opened his jacket and pulled out the Vale Blades and handed them to Amy. "Use these if I come out acting weird."

"You're always weird, Doctor." Rory pointed out.

"You know what I mean, Rory." The Doctor said.

"Come, Doctor, let us restore the glory of Gallifrey." Kraid said as opened and closed his wings.

"That is not why I'm doing this, Kraid. How many times do I have to tell you that?"

"My apologies, Doctor. You saved my kind from extinction, I only wish to help you do the same with your people."

"The Matrix is sophisticated, and it does hold the personalities of the long dead...but nothing can bring them back."

"Then if I may ask why are you doing this?"

"I need to look into the past if I'm to fight the future."

"Battle did not appear to be your intent when you asked for our help in constructing the framework for the Matrix."

"Things have changed."

Kraid nodded and flew off to prepare the Matrix interface for download. The Doctor watched him fly off, lost in thought. Without the Crown of Rassilon he could not risk the kind of interface with the Matrix that would allow him to leave the memory of Amy and Rory's future fate at the hands of the Angels behind. The Doctor jolted slightly as Amy put her hand on his arm to get his attention.

"Doctor?" Amy asked quietly. "If you didn't know about the Valeyard at the time, why did you first decided to recreate the Matrix?"

"I had a problem that needed solving."

"Do you still have that problem?"

"I do, and so much more..."