Simmons grasped anxiously at her collar. She could hear Arachnids scrabbling at both doors.
"What do we do? Do you have a plan?"
"Yes. Well, no." The Doctor wrung his hands desperately, as if he could squeeze a clever idea from his palms.
Simmons shook her head, desperate to help. That was why she was here, after all.
"Tell me about this Arachnid Queen," she prompted, shuddering at the mere thought of the giant monster.
"She's the origin of the species. The alpha female," the Doctor explained. "She's the breeder, mother of all the Arachnids, and they answer to her. She's their commander – every order comes from her."
"So we can stop all the Arachnids, if we stop her first?"
"Yes, but that's not going to be easy. I counted fourteen Arachnids in there, guarding her. And she didn't seem interested in a little chit chat."
The Doctor stormed across the room, rifling through the equipment lying on a trolley.
"We should contact the professor. They need to know what we're up against."
The Doctor looked up, his eyebrows suggesting that Simmons should know better.
"We're in a nuclear decontamination chamber. The room's shielded. No communications in or out."
Simmons frowned. "Then that's it!"
The Doctor's brows furrowed and he smiled in confusion.
"What if… what if we stop the Queen from being able to communicate with them?" Simmons suggested.
The Doctor's eyes sparkled; Simmons' idea dawning on him, too.
"Yes! Break down their communications network, and feed meaningless misinformation to the other Arachnids."
"Will that work?"
"It works for most countries, doesn't it?" the Doctor grinned. "We just need a scrambler that will cut the Queen and her orders from the network, and the Arachnids will be totally confused! I just need, oh…"
The Doctor lunged for the laptop.
"A UNIT translation device. Just as well I brought it along."
"It's broken." Simmons said mournfully.
"I won't need all of it," the Doctor muttered, turning the computer over in his hands; inspecting it from every angle.
"I'm sure I can knock up a quick device to hack into their web, and scramble their communications."
The Doctor began to rip the device apart, pulling screws and wires and electrical components from the casing, a childish gleam in his eye.
Simmons watched, as the Doctor rapidly assembled his device, cobbling parts together from wherever he could find them.
"It's gone very quiet out there," Simmons remarked, noticing the absence of Arachnids clawing at the bulkheads.
"Yes, that'll be the engineer Arachnids. They'll probably be able to repair the damage I've done to the door in, oh," he scratched his head with the sonic, "ten minutes. Maybe less."
Simmons found it difficult to picture an engineer spider. Not least because spiders completely freaked her out. All she could think of was one of the spiders with a yellow hard hat on, which was somehow worse.
She'd been afraid of spiders for as long as she could remember, and today really wasn't helping her overcome her fears.
"What's going to happen to him? To Charlie?" Simmons asked, mostly as a distraction from her nightmarish visions of Arachnids, and the corpses, and Lazarov dissolving in a swarm of spiders.
"Oh, don't worry about him," the Doctor muttered dismissively, licking his lips as a wisp of smoke curled from a freshly soldered component.
Simmons bit her lip. She wasn't sure she wanted to admit how she felt, but the Doctor simply wasn't the way he had been when she'd first met him.
"You've changed, Doctor," she told him.
"Yes…" The Doctor frowned. "In what way?"
"You're so… grumpy. You never used to be like that."
"I'm not grumpy. It's just everyone else that's so chirpy," the Doctor griped.
"You act like you don't care about anyone. You don't care what happens to people. That's not the Doctor I know," Simmons criticised.
Perhaps she was being too critical. But she knew she was right. The Doctor had seemed very cold and condescending since he'd turned up on the Moonbase.
The Doctor stared down at her, his grey eyes piercing her, with what Simmons took as resentment.
"Do you know what I see?" he asked. "When I see a mother walking down the street with her child?"
Simmons shook her head. The Doctor kept turning back to look her in the eye, whilst he worked, only facing away when he performed the trickier aspects of the device's construction.
"I see the future," he said. "I see that child growing up. That child leaving home. They play football, and watch television. Then they come back home and the mother's grown old, and sick."
The Doctor ripped the casing from a walkie-talkie.
"The child watches his mother die."
Wiring – gutted.
"Then that child, too, grows old and dies."
Batteries – gone.
"And it all happens in a heartbeat."
The Doctor's lips pressed tightly together. The sonic screwdriver buzzed.
He looked down at Simmons again.
"It's what I see every time I look at each and every one of you. You're all so fragile!"
Simmons held his gaze. It felt wrong, but she was challenging him. She needed to know that this was still the same man who saved her life all those years ago.
"So, what?" She shrugged, unable to bring herself to believe what she was hearing. "We're all insignificant humans, compared to the genius Time Lord? Is that it?" Her hand darted towards the door. "And you're not bothered if everyone else out there dies, because they're all going to die anyway? Just as long as it doesn't make you look bad?"
The Doctor blinked, a little stung, and locked back onto his gadgets.
"You think I don't care?" he realised. "You think I save you all for my own sense of self-worth?"
She maintained her stare, even though the Doctor, for once, did not.
"Emily… of course I care. My problem is that I care too much."
Simmons' expression relaxed for a moment. There was something in the Doctor's voice that was deeply sad. Simmons had expected him to fight back, to defend himself, because his plan – whatever it was – was going to work. She wasn't prepared for this.
"Why do you think I still do all of this?" he asked. "I've fought more giant spiders than I dare to count. And it doesn't get any easier. People die. And every single death is on my conscience."
The Doctor was letting his guard down. Because he didn't want to fight Simmons.
"But I keep going. I keep going because I care about you."
He looked back at her again, and she could tell, from his ancient, shimmering eyes, that he was being truthful.
"You, and Charlie, and Clara – and all the others. I keep saving the universe for them. For my friends." The Doctor smiled, sadly. "And god knows, I never deserve half the friends I have."
Simmons fell silent. The Doctor's honesty was tugging at her emotions more than his uncharacteristic insensitivity.
"But I have to save Charlie, because I brought him here. It's my fault this has happened. I have to save him, otherwise I'd never be able to forgive myself. Don't tell me that's me being selfish?"
The Doctor looked at her, awaiting her response like a pining puppy.
She shook her head, despite an uncomfortable tension in the back of her neck, brought on by her infuriation.
"The only reason I say you're all insignificant… is because maybe, it won't hurt so much when I lose people I care about," the Doctor admitted, staring distantly into space. "Because I will lose you. I will lose all of you. You'll all die, and I'll keep living." His voice was honest, stating the facts.
"It's my curse," he said quietly.
"Sometimes, it's so much easier to hide behind a lie. To pretend that you hate everyone, and you just don't care. Because it's easier than admitting how much pain you're really in."
Simmons nodded. And when she could bring herself to look back at the Doctor again, she saw how old he looked. And that that was nothing, next to how long he had lived.
"I'm sorry, I never really thought of that," she mumbled.
The Doctor shrugged, and cheerfully continued.
"But that's life. What the hell else am I supposed to do? I can't give up, I'm the Doctor!"
He beamed, proudly presenting his roughly completed device. It was basically a mass of circuit boards and capacitors, with a streamlined, ergonomically designed handle, naturally.
"And I am a genius, of course."
She smiled. Yes, the Doctor was a genius. But she wasn't going to admit that. Not to his face.
"Right!" the Doctor declared. "As soon as I open that door, we have to be ready."
The Doctor aimed the sonic screwdriver, and the bulkhead's pistons hissed and churned.
Simmons took a deep breath, her heart pumping with nervous anticipation.
The Doctor dashed towards the doorway, and then turned on his heel.
"Actually, we might need a Geiger counter. I have no idea what will happen in there when I turn this thing on. Would you fetch one for me?"
Simmons nodded, and searched the room for the machine. There was one on a bench, under the hazmat suits. She grabbed it, and turned back towards the door.
The Doctor had gone on without her. She rushed to catch up, when she saw the Doctor raise the sonic screwdriver.
The look in his steely eyes was grim.
It took her a moment to realise that the Doctor had tricked her. He didn't want the Geiger counter at all.
"I'm sorry," he muttered, "But I'm not going to let you die."
She dropped the machine, and bolted for the door, but it clanged shut before she could reach it.
She hammered on the metal.
"Doctor!"
The Doctor sighed, but he didn't have time to show his remorse. The Arachnid guards were upon him within seconds.
With a flourish, the Doctor switched on the sonic screwdriver, and activated his makeshift scrambler. The device hummed, emitting erratic electronic noises.
The Doctor glared at the Arachnids, trying to assess whether or not he'd been successful.
From his cocoon, suspended above the inky pit, Charlie groaned.
"That's making me feel really weird."
The Doctor looked around, his teeth bared, and screwdriver raised. The spiders were moving sluggishly. It seemed they had lost interest in attacking the Doctor, and started shuffling in random directions.
His plan was working, thus far.
Now for the tricky part.
"Charlie!" the Doctor called brightly.
Charlie jumped, as if he'd been startled awake.
"What just happened?"
The Doctor dodged an Arachnid that blindly scuttled towards him.
"I've cut the Queen off from the rest of the Arachnids. Given us a bit of breathing space."
He straightened an antenna on his device, and pointed it around.
"If I'm right, you're wired into the Arachnids' network? That's how you can understand them?"
Charlie closed his eyes. Yes. There was something there, like a nuzzling sensation at the back of his mind.
"I think so…?"
"Good. May I request an audience with her majesty?" the Doctor faux-bowed, and mockingly waved his arm in a regal manner.
"Not quite an audience with Victoria Wood, but never mind…" he muttered to himself, after straightening himself up again, and stretching his neck.
"Yeah, she's not happy, but she's listening," Charlie told him.
The Doctor pointed at him, his expression deadly serious. "Tell her that she's lost. Because I have control over her army."
The sonic screwdriver flared, and the Doctor's machine issued sparks. He shot a worried look at it, but seemed satisfied that whatever he'd done had done what it was supposed to.
The Arachnids stopped moving, stood to attention, in support of the Doctor.
"What does she have to say to that, hmm?" the Doctor challenged.
"Doctor…?" uttered Charlie.
"Well?"
"I think she's scared."
The Doctor was puzzled. "Scared? Of me?"
"No. She's not scared of you… um…" Charlie swallowed nervously. "She just uh… insulted you," he whispered quickly.
"Rude."
"She's scared of… nightmares," Charlie understood. He shook his head, as he tried to decipher the Arachnid's meaning.
"Maybe I can help?" the Doctor suggested. "I can help in return for her co-operation?"
"No. She doesn't want your help. She doesn't think you can help. She's scared of the nightmares, and the darkness it will bring… and she fears for her children," he said, sullenly.
Charlie glanced down at himself. "I'd almost feel sorry for her, if it weren't for… you know."
The Arachnid Queen hissed, its voice echoing from within the gaping chasm beneath Charlie.
"No-one can escape their nightmares. Not even a Time Lord," Charlie repeated.
The Doctor peered over the edge. He could see the creature's glowing venom sacs in the darkness.
"You can tell her that I'm sorry about her children, but I'm not going to let her eat you," the Doctor reassured him, his eyes desperate, yet shining with warmth.
Charlie nodded, putting on a brave face, in spite of the things happening to him.
The Doctor skipped away from the hole, and waved the screwdriver.
"Release him," the Doctor commanded.
On his orders, a team of Arachnids began to abseil down to Charlie, pulling at the webbing that bound him.
Charlie grimaced as the Arachnids touched him, but he gritted his teeth, and allowed them to get on with it. The strands of web came away with a noise like peeling velcro.
The Doctor returned his attention to the pit.
"She's got one last chance to leave, before I finish this."
"Oh, no," groaned Charlie, the fear evident in his voice, as the room fell silent – the calm before the storm hit.
The Arachnids quailed, and backed away, leaving Charlie, still bound, and strung from the ceiling.
There was a roar, and the Arachnid Queen leapt out of her pit. Despite its bulk, the Queen was incredibly fast. It towered over the Doctor, rearing up and slamming into him with its pincer-like forelegs.
The Doctor was thrown onto his back, with an "oof!", but he quickly jumped back to his feet.
The other Arachnids were too intimidated to get close to the Queen. Any that were in her path were swatted away, or crushed.
Charlie was helpless, as the Doctor fought alone with the giant spider.
There had to be something he could do. He was connected with the Arachnid Queen. Perhaps he could somehow reach into her mind, and make her stop.
That was easier said than done. He had no idea how to actually do that.
He concentrated on the Doctor and the Arachnid. Inside his head, he yelled at her to stop. Pleaded with her.
It made no difference. The Queen continued to rain down attacks with her spear-like limbs, jabbing the Doctor, who was mustering all his energy to avoid being impaled.
The Queen made a final, desperate lunge for the Doctor. This time, he was too slow.
The device was knocked from his grasp, and shattered into fragments.
She sank her fangs into his arm, and the Doctor gasped sharply.
The Arachnid Queen scuttled around him, examining her prey, probing the Doctor with her bristly legs.
The Doctor staggered forwards, and crumpled to the floor.
No! Charlie uttered, his voice trapped.
The Doctor's arm shook violently as he tried to push himself up, but collapsed heavily onto the floor.
Charlie stared, shell-shocked. The Doctor couldn't be dead?
But the Doctor wasn't moving. The Arachnid Queen roared in delight.
Charlie yelled and screamed; meaningless sounds. All his anger and frustration bubbled through his blood. He desperately thrashed around, striving to tear himself free.
The sacred temple shall be cleansed, cleansed of all infestation.