"This way!" he shouted, ducking the tentacle-like fingers and yanking Klára into one of the little shops along the strip. They fought their way through shoppers who were panicking now that they had also seen the Soloriths and shelves and stacks of records in the old shop, kicking out a window and guiding Klára through the broken glass before climbing out after her, long unearthly arms reaching out after him and completely ignoring the screaming people in the shop.

They landed in an empty back-street that had probably been well-used in its time, but now the cobblestones were loose and uneven, making the street secondary to the bustling market streets. The Doctor pulled Klára along the back of the warehouse that had been converted into the three-story market, more Solorith arms reaching out at them from around impossible corners, snatching handfuls of Klára's hair and even ripping off his bow-tie ("Oi! Unnecessary!") before they could get out of range.

"We have to get back to the TARDIS," he panted as they sprinted up a paved hill to get to the front of the market again. "It was stupid, going down there, there's no chance of rain, of course they'll swarm there, goodness me, we'll be safer out in the open."

It took a few moments to wrestle their way through the rampaging crowds spurred on by the panic down below, but soon enough they had gotten across the street and practically slammed themselves into the closed TARDIS door.

"What's a TAR – oh," gasped Klára as he unlocked the TARDIS and swung the door open for her to see. "Oh, it's…it's so…!"

"Bigger on the inside? Yes!" the Doctor filled in, guiding her into the console room and locking the door behind them. "Now, I need to fix my screwdriver, and then we can sort out the Solori—ah!"

Something strong, something massive, collided with the side of the TARDIS, rocking the ship dramatically and making the already-stunned Klára shriek with fright, grabbing onto the outer rail of the main steering platform to stay upright. The Doctor sent the ship into the vortex until he could fix his sonic, and when another great crash sent his not-as-agile-as-it-used-to-be body to the floor with Klára he dragged himself across the platform to her. "Are you okay?"

Klára nodded through the sparks flying, the Doctor's jacket swallowing her like the sea. "Yeah, I think so!" she shouted over the noise of the TARDIS' engines running. He still rode the brakes the whole way, but only because he loved the metallic whooshing noise. Within moments they had gone out of reach of the Soloriths' groping arms and the shaking and sparks had stopped.

"Alright," the Doctor cautiously said, relinquishing his protective iron-grip on Klára's hands, pulling himself back up to standing and fiddling with the pieces of his sonic while Klára got herself up. "Alright, I think we're safe for now. I've got to fix my sonic or the Soloriths won't recognize me as a threat."

"And are you a threat?"

The Doctor looked sharply up at Klára. "I am the most feared being in all the cosmos, Klára," he said with a sardonic smile. "A mad old man in a box? They all think 'oh, how much trouble can he be?' And then, BAM!" He slammed his hand down on the steering console; Klára jumped, but when he grinned at her a smile bloomed.

"So you're so old you're not a threat?" she asked.

The Doctor grinned. "Now, I never said that, either. My girl, I could tell you stories…"

"And will you tell me stories?" asked Klára, leaning interestedly toward him, eyes alight.

Finally turning his attention up from his screwdriver, the Doctor looked at Klára in a new light. It was becoming clearer with every moment that this girl was prime companion material. She was eager to learn, curious about the universe around her, her mind was open to all the beautiful possibilities that time travel could bring to life, she was ideal. But she was so young, too young to be seen traveling around time and space with an old alien like him.

"Perhaps," he said slowly, feeling the pull of mischief showing in his eyes, "if you behave properly."

Klára grinned widely at him. "I'll do whatever I can."

"Good," said the Doctor, swinging one of the many collapsible screens around, "read this to me, will you?"