The chapter in which "The Last of the Time Lords" officially begins.

And Martha learns a hard lesson about her 'friend'

"I'm scared." Martha whispered into the dark, rousing Bad Wolf from her restorative slumber.

"Why? It's almost over."

"That's just it. I mean, this has been my life for a long time. I don't really remember what it's like to stay in one place or even have my own room, bed, bathroom—never mind my own flat!" Martha sighed and rolled over in her sleeping bag to stare at the stars. They were at the edge of a dale in southern Belgium, en route for Paris to finalize their plans for Martha's return to Britain and get aboard the Valiant. Most of the possible timelines showed them heading to Dunkirk afterwards for the crossing of the channel. "And what if it doesn't work? I'll never make it off the Valiant and even if I could…what would be the point?"

"We will succeed."

"How can you be so sure?"

Bad Wolf chose her most recent form—which was similar to the form of Rose's body when she'd died, but the blood was gone, and she had an overall healthier look about her. She arched one eyebrow at Martha.

Martha glanced over, saw her expression, and rolled her eyes. "Right. I forgot."

"If the Doctor's plan fails, then we have plan B. Me. The Master has committed the highest crime and must pay the price."

Martha sat up slowly. "You can kill him. Of course you can! He's flesh and blood. Why haven't you?"

"When I kill the Master, the paradox machine will be destroyed within minutes. I need to be able to speak to the Doctor for longer than that. I have the ability to allow myself this time, but since I am not at my full power it is difficult to sustain. These last months have given me time to practice."

Martha frowned and folded her arms, fists clenched. "That's all? You've let this go on for this long because you fancy a chat with the Doctor? What about all the people who've been suffering and dying? What about the things I've—" she jabbed a finger at her own chest "—been through since you died?"

Bad Wolf snarled and Martha was so startled that she lost her balance and fell back on her bum. "Do not think even for a second that I value your life or any of the lives on this planet more than I value the Doctor's." Martha shrank back from the harshness in her words and the guttural undertone to her reverberating voice. "You have never seen him without Rose. Before her, he was lost. She saved him. If he loses her—which he very well might—it could very well be the thing that kills him. If I cannot give Rose back to him then he will need the words I will give him. The universe needs him."

Martha was shaking in terror from having the fury of the Bad Wolf directed at her. Bad Wolf glared back, needing her to understand. After she'd recovered from her initial faint, Martha had taken the appearance of Bad Wolf rather well. She, like all the others who knew, had also had difficulty understanding exactly what she was. Rose was the Bad Wolf, yes, but Bad Wolf was not Rose. Rose's half may have been more obvious and dominant while around them—if only due to familiarity and her desire to make them at ease—but Tardis was no less influential. Tardis was not human, she did not experience emotions like a human, have human needs, desires, and impulses. She saw things as what they were and dealt in actuality. Rose was the more open-minded, emotional, and creative half. She was the one who made impossible possible. But it was Tardis who gave her the power to do so.

Bad Wolf was them, not one or the other.

Martha, finally, seemed to get that and Bad Wolf could tell Martha did not like it. In that moment, Rose's compassion won out and Bad Wolf allowed her features to soften. "But, also, if I were to end this while you were not onboard the Valiant, you would not remember this year had existed. The Valiant will not be affected when time reverses—it's in the eye of the storm. If you're not in it, you would have no knowledge of Rose's death, have no way to console the Doctor, or your family. They, too, will most likely remember everything. They will need your strength, and in order to give that to them, really give that to them, you will need your memories."

Martha was quiet for just over a minute. Bad Wolf faded out of view and allowed her to think and comprehend. "Okay," she said at last. "I get it. I do. Really."

"Good. Are you still afraid?"

"Yeah."

"It will pass. We will succeed. Face the future when it comes."

Martha sighed and lay back down. She did not say another word and fell asleep about twenty minutes later. Bad Wolf remained with her while she slept, keeping watch as she drew power from time. Those she guarded during sleep expressed comfort in knowing she was there, even if she was not always still there when they awoke. She would have remained with Martha throughout the night but she was alerted to Remnants nearby about four hours after Martha fell asleep and went to deal with them.

Bad Wolf had killed precisely thirty thousand four hundred and seven since she began. She was by no means making a dent in their numbers, but if she destroyed too many, the Master would notice. As far as she knew, the Master did not seem to be aware that his creatures were being killed. Not that he would be able to do much even if he did.

The next time Bad Wolf returned to Martha, she was with La Résistance in Paris. This particular group was part of a larger network of resistance groups across Western Europe and Britain. Tomorrow morning, Martha would sail across the English Channel from Dunkirk where they would await for an opportune night to cross the Channel. Once she was back in Britain, Martha would meet an operative from The Resistance in England who would escort her to a woman named Professor Docherty. The operative would know how to find this professor. Docherty was Martha's ticket onboard the Valiant. Her son was an engineering genius and a key figure in the early resistance. His brains must have impressed the Master's people because when he was caught, he wasn't executed, but was carted off to the Master. Docherty herself, though she was a genius, had not been active in the Resistance, and the Master's people used him as leverage over her to force her cooperation. They needed minds like hers to work the nuclear plants.

Martha would visit her under the guise of obtaining information, and while there, would reveal the gun to her. Those parts were Martha's idea. She told them about the Remnant that had been brought down by a lightning strike in South Africa. She knew who currently had it, and that they had been unable to open it. That would be her excuse to meet Docherty. While there, Martha would state her next destination before leaving. Docherty would most likely betray them the moment they were gone. From there, it was a matter of simply waiting.

"I knew that one of the Remnants had been struck down, but who has it?" Bad Wolf asked her when they were alone.

Martha smiled. "That's where you come in."

"Explain."

Martha did. Bad Wolf listened patiently to the plan and decided it would be doable. Tricky, but doable. "But you know that I cannot alter my voice."

"So don't talk. We'll say you got hurt or something."

"Hmm."

"You don't have to say yes. I mean if nothing else, I've got the readings of the lightning strike on that disc. We can use that as our excuse to visit her."

"No, I'll do it. But you must not call me Rose or Bad Wolf while I'm there."

Part of Bad Wolf could scarcely believe it. It really was almost over. She'd been preparing for this for months, but even still, the impending prospect was frightening. She hadn't been frightened since…well…since…

Had she ever been frightened?

Rose had been frightened before, Tardis had as well, but separately. Bad Wolf never felt an emotion fully unless both of them were feeling it together, and there had not been a time when she had been truly afraid. Yet she was now and for myriad reasons. But the biggest was that Rose would die (again) and may not come back. Tardis did not wish to lose her, but to join Rose in death would seal the Doctor's fate, binding him forever to this planet, to this time, for a dead TARDIS cannot fly. It was cruel and neither Rose nor Tardis would allow it.

She paid a final visit to Torchwood and to Elliot to inform them time was almost up, and to say goodbye. Odds were she would never meet them again and even if she did, they wouldn't know that they had met before. And Rose wanted to see them one last time…just in case. It was for that reason that Bad Wolf spent most of the day revisiting Rose's living friends and family as well. She hadn't spoken to most of them in years, most of them didn't know what had become of her. But…still.

Of course the one person she wanted to see the most could not be reached. She was locked away, safe, in another universe untouched by the paradox. She would never know the horrors that had occurred. Never know that her daughter had once lain bleeding on the forest floor as her body failed her. And it was better that way. But that didn't stop Rose from wanting her mum. Even Tardis felt the desire to see the woman. Jackie had spent some time around the TARDIS and less time actually inside her, but she had always been fond of the woman.

Bad Wolf found herself wanting to see Jackie Tyler herself. She had no mum. She had created herself. But Rose's memories of her mum were enthralling, and her infant memories, which were built more of emotions than thoughts, were so warm and full of love. She wanted to feel that at least once.

But it was not possible.

Bad Wolf felt the timeline click into place when someone made the decision it was time for Martha to cross the Channel and she materialized at her location seconds later. The night was unseasonably clear and not at all suitable for a stealth mission, but they had no other option. They had just over a day until it was time. Two Frenchmen, wearing all black like Martha, were pushing the boat into the water. Martha waited on the sand a few feet away.

"I am here." Bad Wolf murmured near Martha's ear. She nodded minutely. A moment later, one of the men beckoned and Martha raced down to the boat. They set out quickly and Bad Wolf flew alongside over the water.

Their voyage took several hours. The enemy had control of all sonar and radio technology and anything faster than a slow crawl would attract attention. Bad Wolf couldn't aid in any way other than to destroy the technology, but that would probably end up being harmful. And all her energy was now being conserved for her tasks ahead.

They stopped ten meters off the shore of England to wait for the signal from the operative on shore. Bad Wolf ran a sweep, but she could not locate anyone on the beach or in the surrounding area, so she expanded her senses, seeking further. There was a vehicle over seven miles away and approaching fast. Bad Wolf locked onto the mind of the driver to discern his allegiance and deduced from the surface thoughts that he was the operative they were waiting for.

"He approaches," she murmured to Martha.

"He's late," said one of the men at the same time. "We cannot wait forever."

Martha frowned and shook her head. "I wouldn't expect you to."

"We can only give him ten minutes more before we leave," the other man warned her.

"He will not be there before then," Bad Wolf whispered. "He needs twenty at least."

"Twenty minutes," Martha said.

The men looked at each other considering for a few moments. One checked his watch then nodded and the other said, "Fine. Twenty. But then we have to go. We cannot stay out here for longer, not even for you," he added apologetically.

"I understand."

For fifteen minutes they were completely silent. The engine chugged quietly, pushing the boat forward as the water pulled it back. The waves lapped at the boat, rocking it up and down. Part of Bad Wolf wished she could smell the salty air or taste it in her mouth. She wished she could feel the frigid night air against her skin and the wind through her hair.

Soon, thought Tardis comfortingly.

Or not, Rose replied.

"Time's almost up," the man on the left muttered.

"He'll be here," Martha insisted. "If I have to, I'll go ashore and wait for him in the grass. But I can't go back."

"It's up to you."

Bad Wolf sought the vehicle again and was pleased to find that it was parked and the driver was making his way down the small hill to the beach. She left the boat and flew to shore to have a proper look at him. He was over six feet tall, dark-haired, dark-eyed, and had a short beard. He wore a green coat, a matching brown jacket and pants, and boots. In his hand he carried an unlit lantern, which he lit the moment he hit the beach. He raised it to chest-level and slowly moved it to the left, the right, and back again three times.

The boat signaled back and began its approach to shore. The man waited, almost as still as a statue, and stared intently at the boat. When they were as close as they could get, Martha hopped out into the water, gasping at the cold, and splashed quickly to shore. She turned around only once to wave to them then jogged up the beach towards the man.

Martha looked him up and down a few times, shaking her head slightly at his silence. "What's your name then?"

"Tom. Milligan," he replied, surveying her. "No need to ask who you are—famous Martha Jones. But they say there was another woman with you. Rose Tyler. Is she coming separate?"

To her credit, Martha's face only showed a brief flash of pain. "She's dead."

He nodded, looking at the sand for a moment and then lifted his head. "Sorry."

Martha shook her head. "She died to save the world, just like she would have wanted. …We should go." She turned and started up the beach.

Tom caught up and led her in the direction of his car. They walked at a brisk pace across the sand towards the path through the grass that led off the beach. He glanced around every few seconds to make sure no one was tailing them, but Martha mostly stared ahead, knowing Bad Wolf would alert them to any danger long before it arrived.

"So, what's the plan?" Tom asked.

"This Professor Docherty, I need to see her. Can you get me there?"

Tom glanced at her. "She works in a repair shed in nuclear plant 7. I can get you inside. But what's this all for? What's so important about her?"

"Sorry, the more you know, the more you're at risk."

Tom accepted her answer with a brief nod. "There's a lot of people depending on you. You're a bit of a legend. Both of you."

Martha smiled without humor. "What does the legend say?" she asked bitterly.

"That you and Rose sailed the Atlantic, walked across America. That Rose killed a small army on her own near the Pacific. That you're the only person to get out of Japan alive. 'Martha and Rose', they say, 'They're gonna save the world.' …Bit late for that."

Her smile was again humorless but there was a tiny bit of delight in it. "Not entirely."

Tom had parked his jeep in the shadow of some bushes in the grass above the beach. When Martha saw it shining in the moonlight, her brow furrowed. "How come you can drive? Don't you get stopped?"

"Medical staff," he said. "Used to be in pediatrics back in the old days." He pulled open the door on the driver's side and climbed in. Bad Wolf slid through the window and settled in the back seat. "But that gives me a license to travel so I can help out at the labor camps."

Martha stopped in front of the jeep and snorted. "Great. I'm travelling with a doctor."

"Got a problem with doctors?" he asked as she opened the passenger door and climbed in.

She smiled. "Not at all. I was a med student before all this. And an officially recognized doctor in some regencies."

He grinned the tiniest bit as he slid the keys into the ignition. "Yknow…story goes, that you're the only person on Earth who can kill him." He looked at her." That you, and you alone, can kill the Master stone dead."

Martha swallowed heavily and put her seatbelt on. "Let's just drive."

Tom stared at her for a few seconds, putting the car in drive and then he looked away. He drove them off into the night. Of course since she wasn't solid, there was nothing keeping Bad Wolf in the car, so she had to fly along with them, though she kept herself in the back seat of the car with ease. Even though Tom had a license to travel, he didn't want to risk getting pulled over with Martha in the passenger seat, and he was unaware of her perception filter. So they had to take a lot of dark, back roads that had fallen into disrepair in the last year.

Martha managed to have a series of small naps throughout the night with a little subconscious prompting from Bad Wolf. In these moments, Tom would often glance over her with a curious expression on his face. Bad Wolf regarded him with interest. There was certainly something there and it could brew if allowed. Poor bloke wouldn't even know she existed soon enough. Yet…in the timelines of what should be, theirs seemed to be linked in the future. Some indefinitely, some only temporarily, and it was impossible to say which would come to pass.

One time when Martha was awake he asked her, "How long since you've been in England?"

Martha stared out the window. She took a deep breath. "About a year now. Hard to say. We headed north straight away, got a boat out of Liverpool to America about a month after the invasion. Haven't heard anything about England since."

"You've missed a lot. I expect we're pretty much the same here as anywhere else, though. Except we've got shipyards."

Martha looked at him sharply. "I want to see."

He glanced at her. "You sure?"

"Yes."

He sighed. "Alright. There's one only about half an hour from the nuclear plant. Go back to sleep if you want. You look like you need it."

Martha rolled her head to the side and arched one eyebrow at him, a smile tugging at her lips. "Thanks," she said dryly. "To be fair, though, you don't look much better."

"You wound me, Jones."

"Good thing you're a doctor, then."

They didn't reach the shipyard until afternoon the following day. The shipyard was in a large, flat valley surrounded by hills of sharp rocks. Hundreds of rockets were already constructed in neat rows, hunks of metal tossed together from scrap. You could hear the machines from miles away. Bad Wolf could feel the anger and hopelessness in the air, an imprint left behind by the thousands of humans who'd been forced to work and die here.

Looming above it all in the rocks was a three hundred foot monument of the Master, one of many just like it across the world. Bad Wolf had destroyed several of them out of spite. She eyed this one with distaste and left it standing only to keep their presence a secret.

Tom parked the jeep in one of the valleys between the hills and he and Martha approached the shipyard on foot. Bad Wolf swooped back down to them immediately. She could sense the Remnants patrolling this place as well as the Enforcers guarding and running the slave factories.

Martha, too, spotted the ugly statue. "All over the Earth, those things," she told Tom. "He's even carved himself into Mount Rushmore."

Tom didn't seem surprised.

"Best to keep down," he warned.

They stayed low as they carefully climbed the last rocky hill between them and the shipyards. Tom moved as if he'd done this before, but Martha had been across the world, through every terrain, and she navigated the rocks even better than he did. They carefully settled themselves against the rocks and peered over.

"Here we go," said Tom. Martha stared silently, sadly, at the shipyard below her. "The entire south coast of England…converted into ship yards. They bring in slave labor every morning. Break up cars, houses, anything, just for the metal. Building a fleet out of scrap."

Just like the Remnants had done before with their rocket to Utopia. The Master must have thought their idea was good enough to work on Earth. Much of the technology he was having them manufacture was far too advanced for Earth in this time period but he had found a way to work with what they had.

Speaking of the Remnants, there were two heading towards them about half a mile off. Their pattern of flight suggested they were unaware of the two humans hiding in the rocks. But that could change any second so Bad Wolf left to deal with them. She was back within seconds and floating next to Martha.

"You've been in space," Tom asked skeptically in response to something Martha had said.

"Problem with that?"

"No. No, just…uh…Wow." He laughed and asked jokingly, "Anything else I should know?"

"I've met Shakespeare," Martha said offhandedly. Tom's smile melted away and he stared at her like she'd grown a second head.

"You what?"

Martha grinned and pushed herself away from the edge. They headed back down, Martha always a few steps ahead and Tom following behind, demanding to know what she meant and how it was possible. She only laughed in response.

WE'RE SO CLOSE NOW

THEN COMES TEH ANGSTS (like the last few chapters haven't been chock full of it lol)