The sound of the Doctor's chuckle yet again finally forced River to address the Time Lord.

"It's not funny," she snapped.

"I'm not laughing," he replied indignantly, "I could become a human at any moment!"

"It's not the worst thing that could happen. Believe it or not Doctor but I've managed perfectly well being a human. It is possible to live as one"

"Of course it's possible to live as one. I just don't want to be one... Again" River frowned, she couldn't imagine the Doctor ever leading a human existence, neither could she imagine him being any good at it,

"When you just decide to leave me in the closest century, which you have done plenty of times. I have to adjust and survive. It's not a walk in the park, but it's my way of living. I don't insult your easy little life, in your cosy little Time Machine. So don't insult mine"

"It's not little... It's bigger on the inside..." he sulked rolling his head away from her.

"Are you two done arguing yet?" a voice asked. The pair struggled suddenly in an attempt to see their feet. The Doctor felt his ankle and wrist restraints being released. He sat bolt upright.

"Oh," he said calmly staring at Joe. The Torchwood agent began to move over to River, "Don't untie her... Yet" the Doctor added with a casual point of his finger. He leapt off the table and lent over River.

"Untie me," she growled dangerously. The Doctor's face was close to hers, his eyes scanned her features carefully, a small satisfied grin on his lips.

"You're tied up," he stated calmly.

"Yes," she sighed, "I am" The Doctor leaned down further still, River spied her chance. She lent up to meet him sinking her teeth into his bottom lip. The Doctor yelped, unable to pull away from her hold on him. River released him sharply,

"Untie me!" she hissed. The Doctor backed away a finger pressed firmly to his lip. He checked it for blood as he took out his screwdriver. Aiming it at the four holds on her they popped open in turn. River shot up instantly.

"Sweetie you know I don't like to be tied down," she breathed as she patted her hair into shape casually. The Doctor scowled still pressing his finger firmly against his lip. It took a short while for them to take notice of their surroundings. Shelves and shelves of mechanical
parts surrounded them, cogs, screws, motors, jars of human organs... Wait. The Doctor edged closer to the jar to his left; on a shelf about head height. He squinted and leaned closer, it was a clear jar, with a murky liquid inside. What can only be described as a mutilated human heart sailed past the Doctor's eyes. He grimaced and clutched his chest suddenly,

"I hope that's not one of mine," he muttered. Turning on the spot, hand still holding his chest he eyed Joe with a sudden dislike and suspicion, "Why are you here?" he asked.

"I came to save you"

"But you didn't know where we were..."

"... I followed you..."

"Drop the act... I know... What you are... You're no closer to this... Ridiculous goal..." the Doctor shook his head before looking up at Joe.

"I don't know what you're talking about"

"It's obvious... Your collection of gadgets from across time and space... The only remaining Torchwood agent... A rather extravagant... Lie. So far-fetched it's almost believable... Yet almost... Laughable... And I'll tell you why..."
The Doctor paused a moment and stared at Joe, "You're ticking... Tick... Tock... Tick... Tock..." River turned her head to listen, she strained her ears... And there it was... Very faint... But louder now that she knew it was there,"Naturally I assumed it was a watch," the Doctor continued walking along the shelf beside him, running a finger through the dust, "... But you aren't wearing one... It couldn't be my own watch... It doesn't tell me the time it tells me the 'when' ... River's watch is digital of course," he smiled across to River, "... Sweetie..." he added fondly. She smiled back,

"You've had your moment now," she teased, "Time to run"

"Wait!" the Doctor cried turning back to Joe who was now advancing towards them, "Tell me the whole plan!" Joe tore the fleshy cover from his face and threw it roughly to the floor. The Doctor stared down at the pile of flesh then up at the modernised mechanical workings which made up the face, "That will work one of these days..." the Doctor whimpered before taking off through the open door after River. Her curly hair bobbed up and down in front of him as they ran down the dimly lit, damp, stone corridor.

How fast could a Clockwork Droid move? He seemed to remember them only walking. The quick and heavy footsteps behind them suggested that the upgrade had done wonders for their movement. It hadn't quite done wonders for the trademark ticking if the older models. Finding a newer compatible component had clearly proved to be a difficult task for them. Resorting to human parts for their own repairs was indeed an act of desperation as far as the Doctor knew. He continued to stay close behind River occasionally flicking his screwdriver over his shoulder in an attempt to slow down the oncoming threat. With an almighty thud he crashed into the now stationary River. He looked from her to the solid wall in front of them. He clenched his eyes shut tightly as all hope of a clean escape left him. The Doctor turned to look at the Clockwork man stood a mere ten feet away. Ticking loudly it withdrew the Masquerade mask that the Doctor had previously seen the older models wearing in the Eighteenth Century. It fixed it firmly to it's empty face. In its hand it held up the Doctor's pocket watch, in a fluid movement it had flipped the catch and opened the small device.

The Doctor stared at it hopelessly...