INT. WATERFALL - SEWER TUNNELS

Madam Holu climbs the web rope to the top, opens the hatch, and climbs inside. Once safe, she turns around and waves the Doctor up.

MADAM HOLU
I'm up. It's dark. I can't see anything, but I think it's a maintenance tunnel. Climb up.

Down below, the Doctor kneels next to Rose. He checks the webbing bandage and sees that it is stained with blood from her gunshot wound. The sewage level continues to rise.

DOCTOR
As soon as I reach the top, I need you to-

He stops when he notices Rose's face. Her eyes are heavy and all the color is gone from her cheeks. She looks as if she's about to pass out. He smacks her cheek lightly.

DOCTOR
Rose, stay with me. You have to stay awake.

She slaps his hand away to stop him from smacking her.

ROSE
I'm awake, I'm... here. I'm good.

He doesn't look convinced. He takes the rope and tries wrapping it around her.

ROSE
What are you doing?

DOCTOR
You're going up first. I don't trust you to be able to tie the knot.

From above, Madam Holu sees what he's doing.

MADAM HOLU
Doctor, what are you doing?

DOCTOR
(to Holu)
I'm sending Rose up first.

MADAM HOLU
I can't lift her myself. I'm not strong enough.

DOCTOR
I can at least tie the knot.

Only, the rope isn't long enough to tie around Rose while she's sitting on the ground. No matter how hard he pulls, or how he maneuvers her chest, it won't wrap around.

ROSE
Easy, big guy. Usually, I make a guy buy me dinner first.

DOCTOR
Come on, I need you to stand.

ROSE
No problem.

He helps her to her feet and leans her against the wall as he ties the spider rope around her chest good and tight.

DOCTOR
Okay, that should hold. Whatever you do, don't pull on the rope. It can't support both of our weight.

ROSE
Are you calling me fat?

She huffs a forced laugh, then immediately cringes from the pain it causes just to laugh.

He looks concerned, then grabs the rope and pulls himself up.

The sewage level reaches the walkway and spills over around Rose's feet.

The Doctor climbs as quickly as he can. Madam Holu encourages him from the top, waving him on.

MADAM HOLU
Come on. Hurry.

Below him, Rose's eyes get heavy. She winces from the pain and wobbles on her feet. Her legs give out and her weight now pulls down on the rope.

As the Doctor climbs, the weight of both he and Rose causes the rope to fray at the very top. Madam Holu sees this.

MADAM HOLU
The rope is tearing!

DOCTOR
Rose, try to stand!

He climbs faster. Below, Rose uses the wall to boost herself up the best she can, but she hasn't the strength. The sewage makes things worse, causing the ground to become slick. She slips and falls.

As Rose's full weight yanks down on the rope, it tears completely with the Doctor a foot from the top. Madam Holu reaches out.

MADAM HOLU
Doctor!

Instinctively, he reaches for Holu's hand, dropping the rope in the process. She catches him and manages to pull him up.

On the ground, Rose sits in the rising sewage and watches as what's left of the web rope hits the ground next to her.

ROSE
Well, that's probably not good.

From above, the Doctor looks down.

DOCTOR
Rose! Rose, are you awake?

ROSE
Yeah!

DOCTOR
Listen carefully, honey. I need you to grab the end of the rope and see if you can throw it up here. We can still pull you up.

On the ground, she lifts her arm ever so slightly in an effort to grab the rope. It's a pitiful attempt at best.

ROSE
Sorry. I'll have to impress you with my softball skills another day.

The Doctor looks around from his new perch. There's a black tunnel leading... somewhere, but there's no light.

DOCTOR
Dammit, there has to be something here we can use.

MADAM HOLU
There's nothing.

He looks at Holu's clothes.

DOCTOR
If we take your clothes and mine, maybe we can tie them together and make a rope.

She shows him the fabric of her sheer lingerie.

MADAM HOLU
This stuff? It won't hold anything. Besides, we were just swimming in that slime. It won't tie together.

DOCTOR
I won't just leave her here to die.

MADAM HOLU
Listen, there's nothing we can do for her now, but if I know Greevo, and I do, he's got more of his men out looking for us. Every second we waste here is another opportunity for them to find us. We have to go.

She grabs his arm, but he quickly shakes free and pushes her away.

DOCTOR
No!

He turns from Madam Holu and jumps from the open hatch back down into the rising sewage.

MADAM HOLU
Doctor!

He swims over to the walkway and lifts himself up. He makes his way to Rose and cradles her in his arms.

DOCTOR
I've got you.

ROSE
God, you stink.

He laughs... and coughs from the sewage.

DOCTOR
You don't exactly smell like spring on Senty Prime. You know, I helped design King Goro's grand gardens.

ROSE
I have told you before how I don't know who any of these people are, right?

He laughs, then tries not to cry as her body goes all but limp.

DOCTOR
Rose...

The sewage level rises above their knees. He holds her up the best he can. Her eyes are shut, but she's barely conscious.

ROSE
You shouldn't have come back for me.

DOCTOR
I couldn't leave you. You know I couldn't-

Her head drops as she takes her final breath. Tears fill his eyes. He shakes her a bit.

DOCTOR
Oh, Rose... honey... please...

MADAM HOLU
What is wrong with you?!

He looks up.

INT. SUITE - MADAM HOLU'S HOUSE OF EROS

Suddenly, the Doctor finds himself back in Holu's bed. He springs up, sweat pouring down his bare chest. His heart races, as if he's stirred from some horrible nightmare. Behind him, Holu turns on a light and touches his shoulder.

MADAM HOLU
What's wrong with you? The nightmare, again?

DOCTOR
Nightmare? Rose is dead!

MADAM HOLU
No, she's not. I saved her life. Don't you remember?

He turns, confused and frantic at the same time.

INT. WATERFALL - SEWER TUNNELS

High above the rising water, as the Doctor searches for a means to save Rose, Madam Holu takes a step back.

MADAM HOLU
I can save her.

DOCTOR
What?

MADAM HOLU
I lied. I can create more webbing, more than enough to hoist her up.

DOCTOR
Then, do it.

MADAM HOLU
Under one condition. You have to marry me.

DOCTOR
Are you insane?

MADAM HOLU
You're a special kind of man, Doctor. I've never met anyone like you, the kind of man who would defy Greevo Shanbor. I thought I would be under his thumb forever, but you are my hero, and now I know, I can't live without you.

He charges her, grabs her by the throat and slams her against the far wall.

DOCTOR
Make your web, now, or so help me...

MADAM HOLU
Kill me if you must, for a life without you isn't worth living. I would gladly die in that case, but pledge your undying love for me and I will save Rose. I will make a fantastic wife and lover. Give me your word and I will believe you, only you must be all mine. I must have all your love and you must lay with me as a husband. Choose to love only me and I will save your Rose.

DOCTOR
You're mad. You're positively mad.

MADAM HOLU
I'm your only hope if you want to save her.

The Doctor looks down at the rising sewage, at Rose as she struggles, and knows it's true.

INT. SUITE - MADAM HOLU'S HOUSE OF EROS

The Doctor, still confused, nods.

DOCTOR
I... remember.

Madam Holu smiles and moves up next to him. She kisses him passionately.

MADAM HOLU
And have I not made you happy? Have I not showed you passion and pleasure like you never dreamed of before?

He thinks.

FLASHES of erotic scenes of the Doctor overwhelmed by intense pleasure, his body intertwined with Madam Holu's on the beach, in the sky, in space, on top of a large strawberry, in bed.

Back to reality, a shiver runs up the Doctor's spine as he recalls years worth of sensual memories.

MADAM HOLU
I've been everything to you and you've been everything to me.

She kisses him and starts to initiate another intimate encounter, but he shakes the cobwebs from his brain and backs away from the bed.

DOCTOR
No, I don't remember any of-

Madam Holu becomes nervous. She points at a nearby wardrobe.

MADAM HOLU
Don't look in there!

He eyes the wardrobe with suspicion.

DOCTOR
Why? What's in the wardrobe?

MADAM HOLU
If you ever loved me. If ever the tiniest quantum of your heart was mine, don't look in the wardrobe.

He hesitates, but ultimately turns toward the wardrobe. He approaches with caution.

MADAM HOLU
Doctor, please.

He wraps his hands around each knob and throws the doors open wide. He's shocked by what's inside.

Rose.

She looks at him, her eyes filled with tears.

ROSE
Doctor, how could you?

The Doctor backs away from both the wardrobe and the bed, like a man who's just been caught cheating on his wife.

DOCTOR
I... had to, to save your life.

MADAM HOLU
That's not what she's talking about.

Madam Holu steps around the bed and over to Rose's side.

MADAM HOLU
She's talking about your secret, Doctor, the one you kept from her. Don't play the fool. You certainly don't do it very well. I know the truth, and I love you, anyway. That's why you told me. You knew the things I had done. You knew the wicked in me wouldn't be repulsed by the heinous truth, but her... she could never accept it. She could never love that part of you. That's why you've stayed with me all these years and years and years...

The Doctor begins to age before our eyes. His hair turns gray. His skin wrinkles.

MADAM HOLU
Because I didn't just save Rose in that sewer. I saved you, as well. I saved you from years of denial, but also from ever having to reveal the truth to the one person to whom you could never admit it. I gave you a free life, maybe not a clean one, but a free one.

Rose steps forward.

ROSE
You tell me, now. You tell me to my face! I want to hear it from you. For once, tell me the truth! Tell me what you did!

DOCTOR
No.

He backs away, all the way to the wall, until there's nowhere left for him to run.

MADAM HOLU
Tell her, Doctor. Tell her the truth, or I will. I'm tired of this game. I'm tired of looking into my lover's eyes and always seeing that little piece of him that still belongs to someone else, all because of one piece of unfinished business.

Madam Holu approaches him with her hands out. She grabs both sides of his head and moves her face just in front of his.

MADAM HOLU
You still think about her. You still fear her condemnation. You still wish for that which you cannot have and that keeps a piece of you from me. I have been nothing but good to you, but I will tolerate it no more. I deserve better. It's time to end this nonsense once and for all so that she can hate you forever and I can have my husband.

DOCTOR
Noooooooo!

He can't turn away. It's as if her eyes force him to stare into hers. We draw in closer, so close we can see the reflection of the room in his eyes, but it is different. It looks... wrong. And that's when a baby spider crawls across his eye.

Suddenly, we see what the Doctor cannot. Madam Holu holds the sides of his head and speaks to him face to face, but the truth is that Rose isn't in the room with them and he isn't an old man. He is drugged and cocooned in the center of a massive spider-web. Tiny baby spiders crawl about his face and head.

MADAM HOLU
Shhh... shhh... don't be afraid, my love, my sweetheart. The truth shall set you free.

She takes his entire chin into her mouth and bites down, drawing blood.

INT. BASEMENT STAIRS - MADAM HOLU'S HOUSE OF EROS

A pair of enforcers, MOOEY and DORYT, drag Arielle down a flight of stairs. At the bottom of the stairs we see the door that leads into the dungeon. Arielle moans, clutching the bandages around her pinky-less left hand.

MOOEY
Quit your belly-aching. It's only a finger. Old Doryt over here got caught cheatin' on his missus a ways back.

Mooey stands her up and forces her to look at Doryt. The pig-faced enforcer opens his mouth to reveal that most of his tongue is missing. Arielle yelps at the grotesque sight.

MOOEY
And that's the nicest thing she cut off. Poor guy's lucky the bat left him any fingers or he wouldn't be much use to no woman.

Doryt laughs and runs his fingers over her chest like he's playing the piano. She squirms and kicks him in the crotch area. He barely flinches.

MOOEY
Fat lotta good that'll do ya, with him.

Mooey laughs. They drag her towards the door.

INT. DUNGEON - MADAM HOLU'S HOUSE OF EROS

The door swings open. Mooey and Doryt drag Arielle across the threshold then immediately stop. They notice Rat the Mic is missing from his chains.

MOOEY
Oy. Weren't there a guy s'posed to be chained up?

From behind, Rat the Mic swings down the curette and jabs it in Mooey's neck. Blood spatters as Mooey grabs for his throat. Before Doryt can react, Rat the Mic grabs Mooey's gun out of its holster and shoots Doryt in the chest. He goes down.

In agony, but still very much alive, Mooey backhands his own gun out of Rat the Mic's fleshy hand. Without the benefit of his protective shell, the backhand hurts a lot and Rat the Mic cries out in pain before being tackled by the enforcer.

Arielle runs into a corner and curls up into a ball.

On the ground, Rat the Mic and Mooey fight. Mooey gains the upperhand. He kneels on Rat the Mic's chest and punches him in the face three times. As he chokes on the blood that drips from his mouth, Mooey yanks the curette from his own neck and tries to stab Rat the Mic in the eye. Rat the Mic grabs the man's arm and, with the business end of the curette inches from his pupil, the two men struggle over it.

RAT THE MIC
(to Arielle)
Help me.

Arielle notices an iron poker sticking out of the scorching hot coals used by the snake men earlier. Gathering up all her courage, she runs over, grabs the poker, and charges Mooey from behind.

Seeing Arielle approaching, Mooey instinctively reacts to defend himself, but this gives Rat the Mic the advantage. Rat the Mic twists the curette out of Mooey's hand and jams it up under the man's chin. Arielle finishes him off by driving the burning hot iron poker through Mooey's chest.

Rat the Mic pushes Mooey off of him and sits up.

ARIELLE
Is he dead?

Rat the Mic looks over.

RAT THE MIC
Skewered.

ARIELLE
I've never killed anybody before.

RAT THE MIC
Me neither.

ARIELLE
I want to go home.

RAT THE MIC
Me too.

Rat the Mic stands and retrieves the gun. He then walks back over and offers his hand to Arielle.

RAT THE MIC
But we're going to have to get out of here, first.

Arielle takes his hand and the two exit the dungeon.

-To be Continued...-