Notes: Ok, fairly important changes in this one. I hope you like it. I wasn't sure if I'd do this story arc, but my beta insisted that I had to do something with the Mr Clever bit.

The Doctor and Rose were having a marvellous time showing Clara the wonders of the universe. So marvellous, in fact, that they had nearly forgotten how frustrated they had been about their difficulties in becoming pregnant again themselves. There was a little bit of guilt at the fact that they were the ones showing her all of this while her parents had been forced to keep her fairly contained during her childhood. For that reason, they decided to join up with James and River, with a younger Clara to take her on a little family trip.

The version of Clara that was currently travelling with them, was happy to take a day off after their run in with a salvage ship that nearly destroyed the TARDIS and when they mentioned where they planned to go with her and her parents, she smirked at them and strolled into the library to relax. They took that as a sign that the trip was going to be interesting to say the least.

After sending a message to Jamie, the Doctor parked his TARDIS in the Torchwood hub. Clara had already told them that she didn't ever travel in her grandparents' TARDIS, so they would have to take the younger one. James and River didn't mind at all and assured them that with the four adults looking after her, Clara should be perfectly safe.

Since they materialized in the middle of a simulation ride that was made to look like the moon, the young TARDIS took on the shape of a small, colourful rocket ship that was more suited to a cartoon than real life. The Doctor threw the doors open and bounced out with a ten year old Clara swinging in his arms, giggling. Her blonde curls bounced in her pony tails as she looked around excitedly.

"Well, here we are. Hedgewick's World. The biggest and best amusement park there will ever be, and we've got a golden ticket. Eh? Eh? Fun," he told her as he poked her in the side.

Clara giggled at his tickling. "It doesn't look like a park. It looks like the moon."

"It's not the moon," he insisted.

"Are you sure about that, sweetie? It certainly looks like the moon… ish," River questioned as she looked around.

"Hey. Guys. It's not the moon, okay? It's a Spacey Zoomer ride, or it was," he admitted taking in the lack of maintenance around them. Did he get them here too late?

"Maybe they just shut down this ride. Let's take a look around and see if the other rides are running," Rose suggested.

One of the large rocks nearby opened to reveal the exit as a man poked his head inside.

"Psst. Excuse me. I don't suppose you happen to be my lift off planet? Dave's Discount Interstellar Removals?" the man whispered.

"Afraid not," Clara told him, shaking her head.

"They were meant to be here six months ago. Well, that's Dave for you, see? Unreliable," he grumbled.

They were all quickly surrounded by a group of soldiers, pointing their guns threateningly. Rose, Jamie and River all stepped in front of the Doctor who was holding Clara protectively in his arms. The man they had been speaking with quickly ducked back through the hidden door.

"Stay where you are! Throw down your weapons and identify yourselves," the woman in charge demanded.

"No. No weapons. Golden ticket. Spacey Zoomer. Free ice cream?" the Doctor called back, holding up the ticket as proof of their intentions.

"Who are you? This planet is closed, by Imperial order," she informed them.

"Oh, well let me just get our papers for you," Rose interrupted, pulling the psychic paper from her pocket to give them some kind of believable excuse to be there. Something was terribly wrong if an amusement park planet had been taken over by the military.

"Oh. Welcome, Proconsul. I wish they'd told us you were coming. Any news of the Emperor?" she acknowledged after seeing whatever she expected to see on the paper. They were apparently government officials of some kind.

"Oh, the Emperor. No, no. None that you'd er-" the Doctor rambled.

"We pray for his return. If there is anything you need, my platoon is at your service," she told the Doctor.

"Right. Righty-o. Well, carry on, Captain," he agreed.

"Platoon, let's move out! On the double. Two, three, four. Two, three, four. Two, three, four," she ordered and the group marched away.

"Have they gone?" the family heard and turned to find the man from earlier peeking back through the hidden door.

"Yes. Why did you hide?" James asked him.

"Uniforms give me the heebie-jeebies. Come on. They can't stop me being here, but they don't like it," he replied and urged them through the door.

The room they entered showed a view of the entire amusement park, though it was obviously closed down and fallen into disrepair. Plants had broken through the pavement in various places and several of the rides in the distance were falling apart.

"Ha, ha! You see? I told you it was amazing. Well, it used to be," the Doctor told them.

"Wish we could have come here when it was working," Clara mumbled.

"We will, precious. We'll go further back next time and see it all brand new," James whispered to his daughter, still clinging to the Doctor's neck.

"For now, the TARDIS always takes us where we need to go, and that means someone here needs us," Rose added with a wink.

The man told them that his name was Webley. He had a little side show type museum set up of things collected from all over the place. The family looked around at the various items and Clara was drawn towards a large figure covered in a bright cloth. It was seated at a table where a chess board was set up.

"Now, let me demonstrate to you all the wonder of the age, the miracle of modernity. We defeated them all a thousand years ago, but now he's back, to destroy you. Behold, the enemy!" Webley announced dramatically as he pulled the cloth off of the figure and a tarnished looking cyberman raised its head.

"Cyberman! Get down!" the Doctor shouted. Rose screamed and River drew a blaster from her pocket as Jamie pulled Clara into his arms.

"No need to panic, my young friends. We all know there are no more living Cybermen. What you are seeing is a miracle. The six hundred and ninety ninth wonder of the universe, as displayed before the Imperial court, and only here to destroy you at chess," the man assured them, opening the head to show them that it was in fact empty.

The Doctor and Jamie immediately began to scan the shell with their sonics to be sure, but it seemed to be safe.

"Careful now. An empty shell, and yet it moves. How?" the man challenged.

"There are lots of possibilities," Clara replied.

"That might well be, young lady, but a single penny wins you five Imperial shillings if you can beat this empty shell at chess," he told her.

"You sure you want to challenge her to a game of chess?" James asked, knowing full well that his daughter was a master at the game.

Clara smirked and reached deep into her transdimensional pocket for a penny that would be acceptable in this time period. She sat on the chair opposite the Cyberman and placed the penny in the middle of the chessboard. It was immediately snatched up by Webley and she made the first move. The game was far too easy for her, which gave her ample opportunity to study the machine as she played.

"Bravo, Clara!" Rose cheered as they all watched her tip over the opponent's king.

"If you can tell me how it works, I'll give you a silver penny," Webley told her, handing over her prize.

"Easy," she replied, getting up from the chair to move around the other side. "Pretty low tech, really. It's a puppet. Monofilament strings, which means the brains are in…" Clara reasoned, opening a little door in the chair to reveal a small man holding a control box.

"Hello," the man greeted her sheepishly.

"Hello," Clara replied.

Her parents came around to look at Clara's new friend. He was very short and looked like he was wearing old fashioned pilot gear of brown leather and cotton.

"I'm the brains and you, young lady, are very good at chess," he told her with a proud smile. "Give us a hand."

James, River and Clara all reached to help him out of the cramped space beneath the shell of the Cyberman. He stretched a bit once he was out and nodded to the others.

"They call me Porridge. Oh, it's good to be out of that box," he sighed.

"For you, Miss, an Imperial penny," Webley said, using slight of hand to produce it from behind her ear.

Clara giggled and put it into her pocket with her other change from various planets. The Doctor noticed a small swarm of tiny silver bugs scurrying across the floor, but didn't say anything to alert anyone else. Rose however, felt his sudden worry.

"Trouble, love?" she asked privately.

"Possibly, not sure just yet, but keep 'em peeled, Lewis," he replied.

"Got it, Sarge," she answered. She knew, of course, that when they didn't land at the right time there would be trouble for them to fix. It was always the way, but she had hoped, for Clara's sake, that it would be something minor. Clara had looked into the Vortex already, so it wouldn't be a paradox if she regenerated now, but it would complicate matters since she looked very much like this version of herself when they met her in Victorian London.

"I have not one but three Cybermen in my collection," Webley told them as he turned on the display lights over his exhibit. The sign over the empty shells read, The Great Enemy, and the Doctor quickly scanned them to make sure they were offline.

Clara approached a tall waxwork figure and studied the face carefully. It seemed to look a lot like her new friend in many ways.

"Is that the King?" she questioned, looking to her mother.

"Emperor. Ludens Nimrod Kendrick, etc, etc, the forty first. Defender of Humanity, Imperator of known space," Porridge told her, not seeming particularly impressed by the titles.

"He looks a bit full of himself," she commented.

"Don't say things like that about the Imperial family. You can end up on the run for the rest of your life," he warned.

"Never stopped us before," River joked.

"Do you want to ride the Spacey Zoomer? I can operate the gravity console," Porridge asked Clara.

"Can I, mum?"

"Of course, sweetheart," River told her with a smile.

"Come on, gran! You can ride it too!" Clara shouted as she dragged Rose along with her.

"Alright, dad, what is it? Something caught your eye," Jamie asked quietly.

"A small swarm of silver insects. Add that to dormant Cybermen and a platoon of soldiers in a theme park and I'd say my interest is piqued. How about you?" he admitted.

"What about Clara? We're supposed to be keeping her safe because of that time loop, right?" River questioned worriedly.

"Well, when we mentioned to her where we were planning to go, future Clara seemed a bit amused, so I'm guessing that she remembers this trip and I doubt she would react that way to us running away. Add to that, what lessons do we want her to learn about our lives and our travels? We don't run and hide. We don't leave people in danger. Let's just make sure that she stays with at least one of us at all times, yeah?" the Doctor told them.

"That was amazing!" Clara squealed. "Thanks for riding with me, gran."

"Anytime, sweetheart. I love rides," Rose answered as they ran back to the rest of their family.

"Would you like to go for a walk with me, love?" James asked his daughter. "Time to go exploring."

"Really! Absolutely," she cheered and they walked toward the door outside, hand in hand.

"We're going to explore as well," the Doctor announced, taking Rose's hand to look for more of the bugs he had seen earlier.

River moved to sit by Porridge as he looked out of the nearby window toward the stars.

"This planet was renowned as the biggest amusement park in the universe," River commented, trying to start some kind of conversation to learn about what might have happened here.

"Yeah. Hedgewick bought the planet cheap. It'd been trashed in the Cyberwars," Porridge answered.

"They are a dangerous enemy to face," she said.

"We couldn't win. Sometimes we fought to a draw, but then they'd upgrade themselves, fix their weaknesses and destroy us. It's hard to fight an enemy that uses your armies as spare parts."

"Were you a soldier?" she asked him. She knew exactly who he was, but wondered what story he would tell while he was here.

"Look up there. That corner of sky? What do you see?" he asked her, avoiding the question entirely.

"Nothing. It's just black. No stars, no nothing."

"It use to be the Tiberion Spiral Galaxy. A million star systems, a hundred million worlds, a billion trillion people. It's not there any more. No more Tiberion Galaxy. No more Cybermen. It was effective," he said sorrowfully.

"It's horrible," River answered. She had read a lot about the Cyberwars in her studies.

"Yeah. I feel like a monster sometimes."

"Why?" she asked, wondering if he would tell her the truth.

"Because instead of mourning a billion trillion dead people, I just feel sorry for the poor blighter who had to press the button and blow it all up," he replied.

"Sometimes we all find ourselves in a situation where we have no choice but to do what is expected. It isn't fair, but for the sake of everyone else, we do what we must," she assured him.

There had been so many times in her own past where she and James had been forced to live the lives that were placed in front of them. Both fulfilling the roles in each other's past until they finally broke through the loop. Now they were free of the ties over their own lives, but their daughter was similarly bound to the future with the Doctor and Rose. At least this loop kept her safe until she had the adventures they were accustomed to as an adult.

"River, we need to go check on the others," Rose called to her urgently.

James and Clara approached the group of soldiers, hoping to learn a bit more about why they were here.

"Well, you must have replacement parts," the Captain insisted to the woman holding a communicator.

"Not enough to build a new one," she replied.

"Captain, the weather controller is malfunctioning again. There's storms, heat waves, snow," another officer reported.

"Ooh, that doesn't sound good. Maybe we can help fix a few things? We're very good at that," James told them eagerly.

"Where are your friends?" the Captain asked dismissively.

"Family. My parents and my wife," James corrected.

"Parents?! But they look?" she gasped and stared at the man in front of her in shock.

"Gran and granddad are exploring, like us, and mummy is talking to Porridge," Clara told her, not quite understanding why the woman was so confused.

"She talks to her porridge?"

"No, that would be silly. Porridge. That little bloke?" Clara replied, earning a concerned glance from the Captain.

James took a moment to alert his parents, "I don't think the soldiers know Porridge is here."

"Already on our way to you. We found some more bugs cannibalizing the computer systems," the Doctor replied.

"We need to have a chat," the Captain insisted, dismissing her officers with a nod. "So, tell me about the little bloke."

"He's my new friend. I played a game of chess with him earlier. Wasn't much of a challenge really, but not many people can beat me," Clara told her.

"Clara, stay close to me alright?" James urged her when he felt his parents' worry.

"Jamie, keep her safe!" Rose called as they dashed into the room, a Cyberman smashing through the wall after them.

"Cyberman!" the Captain shouted. "Attack formation."

The fire fight between the lone Cyberman and the rather disorganized soldiers didn't last long. They were clearly no match for it and despite their best efforts, even the Doctor, Rose and River were unable to stop it from carrying off both Clara and James.

"Doctor, please tell me you have a plan," River demanded as she tried to keep herself from running straight after her husband and child.

"That was a Cyberman. But they're extinct," the Captain said disbelievingly.

"Listen to me, River. I will get them back. Captain, a word please. Now, correct me if I'm wrong, but I take it your platoon doesn't do much fighting," the Doctor queried.

"What do you expect? We're a punishment platoon. It's why they sent us out here, so we can't get into trouble," she told him.

"Right, right, well, okay. As Imperial Consul, I'm putting River in charge. River, stay alive until we get back, and don't let anyone blow up this planet," the Doctor ordered, removing the Captain's rank pin and attaching it to River's jacket, then taking his wife's hand and tugging her off in the direction of the Cyberman.

"I'll be doing more than that, thank you. And I'd better see my husband and child safe and sound, Doctor!" River shouted after them, holding back tears.

"I'm not leaving here without them, River! No blowing up this planet, you lot!" Rose called back to them.

James and Clara came face to face with Webley, but there were various bits of metal attached to his skin, as if something mechanical was embedding itself inside him.

"What do you want?"James demanded, positioning himself in front of Clara.

"Please stand by. You will be upgraded," he told them with a menacing grin.