Anybody who has read my other stories might recognize this next chapter. It is almost identical to a story I was working on and have decided to abandon. In fact you may find some of it is identical because I copy and pasted some of the chapters and modified them to fit this story instead. Also to answer anyone who maybe wondering how he regenerated, I am not quite sure either, that part got away from me. I knew I wanted him to regenerate at Lake Silencio and that River would have a part but I thought on it quite awhile and couldn't think of a solution I liked. After much consideration I decided just to be vague with it and let you draw your own conclusions.

Back to the story.

That night, he lay curled next to Rose for a good part of an hour, trying to sleep, but try as he might sleep eluded him. Finally he gave up and rolled on his back to stare at the dark ceiling. Rose was still sound asleep when he left her. He dressed quickly and headed to the control room. Walking into it he wasn't surprised to see Jack and John but he was surprised to see River.

"When did you show up?" He asked her.

"About an hour ago, sweetie." She responded.

"Most people say hello." Jack scolded though his words were slurred. He looked over at them and saw the almost empty bottle of whiskey sitting between the three.

"Are the others back on board yet?" He asked John.

"I think so?" John leaned forward slightly and blinked quickly. "Maybe." John clarified.

"Yes," River responded to the question but didn't sound sure either.

"Yes," John chanted triumphantly lifting the bottle and then taking another drink.

He raised his eyebrows at them and then headed to the library. The Tardis would be fine where it was until morning.

-DW-

"So, where should we go now?" The Doctor asked as they sat around the table eating breakfast.

"I want to know how you can eat that?" Rose had her face scrunched up and had pushed her bowl of oatmeal away.

"What's wrong with fish fingers and custard?" He asked her, "Kiam likes it." He pouted, as Kiam sat on his lap sharing his breakfast. Kiam smiled at her and picked up another fish finger, dunked it, and took a big bite. Rose shook her head.

"How about Asgard," John suggested.

"I had a picnic there once," River answered sipping her coffee.

"Early Malcassairo" Jack said. The Doctor looked at him surprised. "I mean we've seen how it ends, I want to see how they lived."

"Alright off to visit the conglomeration of the Malmooth."

-DW-

The Doctor and John landed the Tardis in silence. "River stop touching the hand break," He snapped as he turned it back on.

There was a mad rush towards the door but he stopped them as he called out, "Jack's idea, he gets to open it." The others looked disappointed but listened as Jack took River's hand and went to the blue doors. They opened upon a lush green field under a bright red sun. He took Kiam's hand and smiled at Rose as they exited the Tardis last and he closed the door tightly behind them.

"Where is the conglomeration?" River asked.

He let go of Kiam's hand held up his finger and turned. Stopping he said, "About an hour's walk that way." He pointed to what looked like a small mound in the distance. The walk to the conglomeration was filled with laughter and soon enough the conglomeration stood majestically in front of them. All around Malmooth and humans went about their lives. They strolled in, easily blending in with the others. Rose looked over the side and gasped. The conglomeration stretched clear down into the earth with bridges spanning in between. Everywhere was busy.

Rose no longer able to contain her excitement rushed forward and grabbed the Doctor's hand. "I want to go explore down there."

"Alright" he replied. Finding steps he started down them with Kiam and Rose. Noticing the others weren't behind him he stopped. "Coming?"

"No," Jack said, "River and I are going to explore on our own."

"John, Rory, and Me are going to look around up here." Amy added.

"Mickey and I are going to see what that building in the center is." Martha replied.

"Okay," He said. Looking at his watch. "We'll meet back here in three hours."

The others checked the time and then headed off as, they started down the the steps to the lower part of the city again. It was a long walk and the stairs were so narrow in places that they had to walk single file, with Kiam in the middle, each of them holding a hand tightly. The lower they got the less the city was taken care of. The bright clean buildings of the upper city gave way to the crumbling dark stone. The stairs lost there railings and gave way to narrow steps.

Until finally they had reached the bottom of the city. It was colder down here with little to no sunlight. The stone ground looked as worn down as the buildings that surrounded them. Everything was dirty including the people who inhabited the area. One thing Rose noticed right away was the lack of the Malmooth, only humans lived in these lower reaches of the city. She took the Doctor's hand and he pulled her close to him as he leaned down and picked up Kiam. She was shivering as they walked further into the underground city.

"Would you like my jacket," He asked concerned.

"No, I'm not cold." She sounded distant and wasn't looking at him.

He turned to where she was staring and saw a group of children playing. They all had dark hair and elongated faces and were wearing rags that barely covered their bodies. One little girl turned and smiled at them. She had spiked teeth.

"Be careful," He told Rose as they walked slowly. "I've seen these people before. There called the Futurekind."

They headed deeper into the city. The sunlight gave way to torches that periodically lined the houses. There were a few people out but besides the children they saw hardly anyone. They made it to a center square. In the middle of the square another group of children were playing a game of chase, that reminded him of the hunt he had seen last time they were here.

"Can play, Daddy," Kiam asked him quietly as they watched the children.

"No, we'll find other children you can play with later, okay." He responded, moving his eyes to look at Kiam but keeping his head still. Kiam nodded silently.

They watched as the children chased the smaller child until one caught up to him and grabbed him roughly causing him to fall hard onto the pavement. The children then whooped as they gathered the child up and carried him off into the darkness on the other side. Rose gripped his hand tightly.

"Doctor" she whispered finally. "Let's go back up and find the others."

"Are you okay." He asked softly.

"I want to go home." she said and he let go of her hand as he pulled her to him with his free arm and kissed her head.

"Alright," He agreed and took her hand again as together they quietly headed back towards the stairs. They reached the narrow stairs and he released her hand again and sat down Kiam. He looked over his shoulder and saw the children gathering again. He took Kiam's hand tightly in his and they started the long walk back up the stairs.

"Ah, sunlight" He said happily when they finally reached the level they came in on. Everyone was still rushing about, oblivious, or not concerned with what was growing in the under part of the city. Rose sat down on a nearby bench and pulled Kiam onto her lap, holding onto him tightly. He watched her for a moment before he leaned on the railing next to it and stared down into the depths of the city. From up here you could barely see the last level.

John came back first with Amy and Rory. John took one look at the Doctor and a questioning look crossed his face. He mouth the word later and John nodded.

"Doctor," Amy said happily. "They have little shops, you use to love little shops." She held up a cloth bag stuffed full of items.

"Maybe another time." He responded as Mickey came back with Martha. They waited another half hour and still there was no sign of Jack and River. "Where are they," He sighed.

"I haven't seen them since we split up." Rory spoke up. But even as he spoke the duo appeared. River was giggling and Jack's face was red.

"What happened?" John asked curious and Jack mumbled something that sounded like bushes and making out.

"Now can we go?" Rose abruptly interrupted and started to head out of the city, pulling Kiam behind her.

"Allons-y," John whispered.

"Geronimo." He replied and they followed her. "We should get back to the Tardis before it gets dark anyways." he said.

Safely, back by the Tardis they stopped to watch the sun setting in the sky. The colors of the sunset danced across the sky as the darkness took over and the stars began to shine. He watched kind of sadly. His thoughts drifted back to when the sky was dark with no stars and no sun.

"What's the matter," John asked concerned. The Doctor took Rose in his arms, Her back pressed against his chest and his head leaning against hers.

"Just remembering the last time I was here. When we got here there was no stars. Well it was a 100 trillion years in the future. They had all burnt out. The last of the humans were gathering, waiting to be taken to Utopia, where the sky had diamonds in the sky. But just like now Utopia's a myth. We thought at the time that the conglomeration had all died out due to time but now I'm not so sure." He kissed Rose softly on the head as he went quiet.

"How about supper," Amy said breaking the silence that followed. "Martha, River coming."

"Can we have fish fingers and custard," he asked hopefully.

"Not until you can explain the bowtie." Amy responded cheekily before disappearing inside.

"Are you sure you're okay," He asked Rose.

"I'm fine," She responded.

"Is this like when I tell you I'm fine but you know I'm really not." He asked.

"Maybe."

"In that case, I'm fine too."