A/N: On with the story!

Please review and no flaming!


ALWAYS DARKEST BEFORE THE DAWN

"And I've been a fool and I've been blind (I've been blind)
I can never leave the past behind…"
– Florence + the Machine: 'Shake It Out' (Ceremonials [2011])


HC Clements office

A very confused and reluctant Lance drives his fiancée, the Doctor, and Katy to HC Clements. Upon getting there, the Doctor immediately set off on his tangent about his discovery of exactly who was running this firm. The only one who wasn't completely confused about this entire situation was Katy, but that might've been because she knew him, and knew that he was prone to talking about topics like this, and expecting people to understand and keep up with what he was talking about.

"To you lot, this might just be a locksmiths, but HC Clements was brought up twenty-three years ago by the Torchwood Institute," the Doctor explains; acknowledging the sour expression on Katy's face as Donna immediately questioned him.

"Who are they?"

"They were behind the battle of Canary Wharf?" the Doctor explained, once again mystified that Donna was clueless about something as important and probably heavily talked about in public. "Cyberman invasion. Skies over London, full of Daleks?" He dropped hints.

"Oh, I was in Spain!" Donna stated, brightly.

"They had Cybermen in Spain," Katy frowned.

"Scuba diving," Donna added using a 'duh' tone, and both Katy and the Doctor felt like face-palming.

"That big picture, Donna. You keep on missing it," the Doctor said, warily. "Anyway, Torchwood was destroyed, but HC Clements stayed in business. I think someone else came in and took over the operation."

"But what do they want with Donna?" Katy asked.

"Somehow she's been dosed with Huon energy," the Doctor explains to Donna and Katy, but doesn't see Lance stiffen when the Doctor mentions this. Katy does, however, and she studies the man suspiciously. "And that's a problem, because Huon energy hasn't existed since the Dark Times. The only place you'd find a Huon particle now is a remnant in the heart of the Tardis."

"So does that mean, I might have some still in me?" Katy questioned nervously, earning a questioning look from her boyfriend. "After all, I did look into the Tardis that one time…" Katy trailed off, but the Doctor understood where she had been going with that and smiles reassuringly at her.

"No, when I – ahem – pulled it out of you, I left no traces of Huon particles. You're completely safe," the Doctor tells Katy, who looked relieved, but then worried as she looked at Donna who still looked confused. The Doctor tries a different explanation. "See? That's what happened. Say, that's the Tardis…" He picks up a nearby coffee mug and holds it up for everyone to see. "And that's you…" He picks up a pencil. "The particles inside you activated. The two sets of particles magnetised and whap!" He shakes the mug and the pencil, dropping the latter into the mug. "You were pulled inside the Tardis."

"I'm a pencil inside a mug?" Donna blinked.

"Yes, you are." The Doctor grinned. "4H. Sums you up." He turns towards Lance, who looks back at him very guarded. "Lance? What was HC Clements working on? Anything top secret? Special operations? Do not enter?"

"I don't know," Lance shrugged. "I'm in charge of personnel. I wasn't project manager." Then he frowns defensively. "Why am I even explaining myself? What the hell are we talking about?"

"Oh, not to worry. The Doctor'll get an explanation soon enough. He usually does," Katy gives Lance a fake smile, still eying him suspiciously. The Doctor eventually gets a nearby computer screen to work and pulls up a schematic of the building.

"They make keys, that's the point." The Doctor clarifies, then points at the screen. "And look at this. We're on the third floor."


Lift

The four of them ran towards the nearest lift, and the Doctor used his sonic to open it up. Then, using the sonic again, he starts scanning all the buttons on the wall, while Katy, Donna, and Lance watch him; the latter two in complete bemusement.

"Underneath reception, there's a basement, yes? Then how come when you look on the lift, there's a button marked lower basement? There's a whole floor which doesn't exist on the official plans." The Doctor straightens up, frowning. "So, what's down there?"

"Are you telling me this building's got a secret floor?" Lance clarified.

"No, he's showing us this building's got a secret floor," Katy corrects him. Donna makes an observation.

"It needs a key."

"I don't," the Doctor states as he sonics the LB button, then grabs Katy's hand and pulls her into the lift with him. "Right then. Thanks, you two. We can handle this from here. See you later."

"No chance, Martian." Donna states firmly. "You're the man who keeps saving my life. I ain't letting you out of my sight." She steps into the lift and stands next to an amused Katy, as the Doctor looked a little annoyed that once again, a companion wasn't listening to him, but he shrugged anyway.

"Going down," he said. Donna gives her fiancé a pointed look.

"Lance?"

"Maybe I should go to the police?" Lance takes a step away from the lift, but Donna merely glares at him.

"Inside!" She orders, and Lance scowls at her and reluctantly goes inside the lift. The Doctor struggles to keep an amused smirk off his face, while Katy looks uncomfortable; sensing that Lance wasn't being as truthful as he appeared.

"To honour and obey?" the Doctor quoted.

"Tell me about it, mate…" Lance mutters quietly.

"Oi!" Donna yells, defensively.


Lower Basement Corridor

The doors to the lift opened, revealing a damp, concrete corridor; lit up with an eerie green light.

"Where are we?" Donna demands, weakly. "Well, what goes on down here?"

"Let's find out," the Doctor stated with a determination as he leads Katy out by her hand and they set off down the corridor, with Donna close behind and Lance trailing at the back, looking nervous.

"Do you think Mister Clements knows about this place?" Donna questioned.

"The mysterious HC Clements? Oh, I think he's part of it," the Doctor confidently guesses, then pauses when he spots something very unusual in front of them. He grinned with delight. "Ooh, look. Transport!" He clambers up onto one of them, and Katy eyes the vehicle with astonishment.

"There's something you don't expect to see…" She comments as she grabs the Doctor's arm and with his help, gets on behind him and wraps her arms tightly around his waist.

The four of them travel down the corridor on the three segways, with the Doctor, Katy, and Donna laughing at the absurdity of the situation, while Lance is just weirded out by it all. They soon arrive at a bulkhead door labelled 'Torchwood: Authorised personnel only' and the Doctor hops off his segway and runs over to the bulkhead door to turn the wheel and gain access inside.

"Wait here with Donna and Lance, you'll be safe with them," He instructs Katy, who frowns at him. "Don't give me that look, I just need to get my bearings. I'll be back in a moment." He reassures her, and she nodded begrudgingly.

"Just be careful, alright?" Katy cautions him, and the Doctor nods before looking sternly at both Donna and Lance.

"Don't do anything!"

"You'd better come back," Donna warns, and the Doctor gives a mock salute and starts climbing up a metal ladder inside the bulkhead door, leading up to the surface.

"I gotta come back for Katy. Besides, I couldn't get rid of you if I tried…" the Doctor grins at the redhead and continues the long climb. Katy stands at the base of the ladder with Donna, watching the Doctor's progress, while Lance comes over and tries to get Donna's attention.

"Donna, have you thought about this? Properly? I mean, this is serious! What the hell are we going to do?" He pleaded with her to see reason.

"Huh? Oh, I thought July!" Donna responded with a bright smile, earning an incredulous look from Lance and an exasperated shake of the head from Katy, who couldn't believe she was stuck down here with this oblivious redhead and her obviously dodgy fiancé; a fact she couldn't quite prove just yet, but her gut instincts were telling her that this guy was bad news.

A few minutes later, the Doctor descends down the ladder and reports back to Katy, Donna, and Lance on what he had discovered at the top.

"Thames floor barrier is right on top of us," the Doctor explains. "Torchwood snuck in and built this place underneath."

"What, there's like a secret base hidden underneath a major London landmark?" Donna was shocked.

"Oh, I know. Unheard of," the Doctor agreed.

"Seriously? How much money do these people have?!" Katy repeated her question to Yvonne once again.

The Doctor shrugged, just as baffled.

"Search me…"


Laboratory

The secret lower basement was a smorgasbord of hidden rooms, and one in particular caught the Doctor's interest. He grinned excitedly like a child on Christmas, eager to unwrap his presents; earning a look of exasperated fondness from Katy as the four of them walked into the room, which turned out to be a random laboratory of sorts. The Doctor approached a nearby table, which had lots of bubbling tubes cooking away at something that appeared to be glittering.

"Ooh! Look at this!" the Doctor drew everyone's attention to the test tubes. "Stunning!"

"Oh, wow. That's really pretty!" Katy marveled at the sparkling liquid contained in the tubes just as Donna studied them also, with a frown.

"What does it do?" She questioned.

"Particle extrusion," the Doctor explained before leaning in for a closer look. "Hold on. Brilliant!" He turns to them with a grin. "They've been manufacturing Huon particles. 'Course, my people got rid of Huons. They unravel the atomic structure."

"Your people?" Lance piped up, looking at the Doctor with suspicion. "Who are they? What company do you represent?"

"Oh, I'm a freelancer. Both of us are," the Doctor indicates between himself and Katy, who nodded in acknowledgement, still wary of Lance. "But this lot are rebuilding them. They've been using the river. Extruding them through a flat hydrogen base so they've got the end result, Huon particles in liquid form."

"And that's what's inside me?" Donna looked horrified. In response, the Doctor turns a nearby knob on top of the container the liquid was being stored in, and the liquid starts glowing gold … as does Donna. "Oh, my God!"

"Genius," the Doctor praised. "Because the particles are inert, they need something living to catalyse inside, that's you. Saturate the body and then. Ha!" The Doctor jumps back, startling everyone, as it looked like he suddenly had a brainstorm. "The wedding! Yes, you're getting married, that's it!"

"What's it?" Katy questioned, looking perplexed like Donna.

"Think about it! It's the best day of Donna's life, walking down the aisle. Her body's a battleground! There's a chemical war inside! Adrenaline, acetylchlorine. Wham! Go the endorphins."

Katy's eyes swiveled towards Donna to see how she was taking this information and could see the fear building on her face the more the Doctor explained what was going on inside of her. It was typical that the Doctor would go on a tangent, but ultimately forget that other people would not be feeling the same excitement about these things as he did, and then wonder why people got angry with him and lash out in defense. Which, by the expression on the redhead's face, was imminent.

"Oh, you're cooking!" the Doctor babbled on, and Katy sighed heavily. "Yeah, you're like a walking oven. A pressure cooker, a microwave, all churning away. The particles reach a boiling point. Shazam!" Then the Doctor jerks in surprise when Donna suddenly slaps him hard across the face, before he gave her a wounded look. "What did I do this time?!"

"You were being insensitive," Katy explained, looking unsympathetic, despite the indignant look her boyfriend was shooting her. However, Donna stepped up; obviously agreeing with Katy.

"Are you enjoying this?!" Donna accused, and the Doctor immediately looked guilty. Donna drew in a deep breath to calm herself down before she could ask the Doctor to be honest with her. "Right, just tell me. These particles, are they dangerous? Am I safe?"

"Yes," the Doctor responded, unconvincingly.

"Doctor, if the Time Lords got rid of Huon particles, why? What for?" Katy looked concerned, and the Doctor read the expression on her face and realised that he needed to be honest.

"Because they were deadly," He stated. Katy shut her eyes in despair, while Donna paled.

"Oh, my God…" She mumbled, and the Doctor immediately came over and placed his hands on Donna's shoulder in an attempt to reassure the redhead.

"I'll sort it out, Donna. Whatever's been done to you, I'll reverse it." He promises, and Katy comes over to give Donna some support also.

"We're not going to lose anyone else!" Katy was determined.

"Oh, she is long since lost…" A dark, sinister voice interrupts, and everyone's attention turns towards a nearby wall, which slides up to reveal a tiered hole descending into the earth. "I have waited so long, hibernating at the edge of the universe until the secret heart was uncovered and called out to waken!" Black robed robots emerge from hiding spots, training their guns on the Doctor, Katy, and Donna.

Lance had slipped out while everyone else had been distracted.

'Coward…' Katy thought, bitterly.


Drilling site

Curious about the large gaping hole that had been revealed in front of him, the Doctor walks over to investigate.

"Someone's been digging," the Doctor stated, sounding a combination of impressed and concerned about what might be lurking down there in that hole. "Oh, very Torchwood. Drilled by laser."

"Just like on the Impossible Planet, huh Doctor?" Katy reminded him, and he nodded.

"How far does it go?" He questioned out loud.

"Down and down, all the way to the centre of the Earth!" the voice responded, earning a frown from the duo.

"Really?" Katy was surprised.

"Seriously? What for?" the Doctor asked.

"Dinosaurs," Donna randomly supplies her opinion, and the Doctor and Katy turned to look at the redhead questioningly.

"Pardon?" Katy blinked.

"Dinosaurs?" Donna repeated, this time a little bit more hesitantly, as the Doctor gestured for her to elaborate.

"What are you on about, dinosaurs?"

"That film. Under the Earth, with dinosaurs." Donna explained, and when neither the Doctor nor Katy seemed to understand what she was talking about, she looked sheepish. "Just trying to help…"

"Not really helping, Donna." The Doctor stated, bluntly.

"Such a sweet couple," The hidden voice coos, and the Doctor, now fed up with the voice, suddenly shouts up at the ceiling.

"Only a madman talks to thin air, and trust me, you don't want to make me mad!" He warns. "Where are you?"

"High in the sky. Floating so high on Christmas night!"

"Well, I didn't come all this way to talk on the intercom. Come on, let's have a look at you!" the Doctor requests, firmly.

"Who are you with such command?" the Voice retorts evenly.

"I'm the Doctor."

"Then prepare your best medicines, doctor man, for you will be sick at heart!" And suddenly an enormous red creature that looked like it was half-woman, half-spider suddenly transports herself in, startling both Katy and Donna, who react with both surprise and disgust when they take her in.

"Oh, God. It had to be a giant spider person. I hate spiders!" Katy recoiled with horror and looked over at the Doctor, who was incredibly shocked to see this strange alien for himself.

"Racnoss? But that's impossible. You're one of the Racnoss?" the Doctor stated.

"Empress of the Racnoss," the alien corrected him with a horrifying hissing noise that made both Katy and Donna shudder. Unseen by any of them, Lance climbs up a nearby ladder and runs off. The Doctor steps over and stands protectively in front of both Katy and Donna, as he continues to address this Empress of the Racnoss.

"If you're the Empress, where's the rest of the Racnoss?" He queried. "Or are you the only one?"

"Such a sharp mind," the Racnoss compliments the Doctor, who shrugged indifferently.

"That's it, the last of your kind," he looked a little sad about that, possibly thinking about the loss of his own people … until Katy slips a hand into his and squeezes it, reminding him of her presence and also what her true heritage was, and he immediately snaps out of his melancholy, adopting a no-nonsense stare as he squeezes Katy's hand in thanks. "The Racnoss came from the Dark Times, billions of years ago. Billions. They were carnivores, omnivores. They devoured whole planets."

"Racnoss are born starving. Is that our fault?" the Empress looked indignant.

"They eat people?" Donna's eyes widened at the implication. Something with a black and white pattern catches the Doctor's eye and he zeroes in on it, before grimacing a little with disgust. Ignoring his revulsion, he answers Donna's question.

"HC Clements, did he wear those, those er, black and white shoes?" He asks casually, earning a look of confusion from Katy about the randomness of his question. However, Donna immediately looked amused.

"He did!" Donna giggles. "We used to laugh. We used to call him the fat cat in spats." The Doctor, without looking away from Donna, points towards a pair of feet sticking out of some web across the ceiling. It was wearing a pair of black and white shoes! "Oh, my God!" Donna recoils in horror.

"Oh, I didn't need to see that…" Katy grimaced and hid her face on the Doctor's back, as he squeezes her hand apologetically.

The Empress grinned happily.

"Mmm. My Christmas dinner!"

"You shouldn't even exist," the Doctor points out, very matter of fact. "Way back in history, the fledgling Empires went to war against the Racnoss. They were wiped out."

"Except for me!" the Empress stated proudly.

Donna spots Lance making his way along a catwalk towards the Empress. He was carrying a large axe in his hands, and when he catches Donna looking at him, he raises a finger to his lips to signal to her to stay quiet. She smirks, gaining the attention from Katy, who frowns at her, until she also spots Lance with his axe making his way towards the Empress. But unlike Donna, instead of feeling encouraged that Lance would be saving the day, Katy was still convinced that something didn't add up. How exactly did this guy manage to make his way over there without getting caught or creating a hell of a lot of noise?

"But that's what I've got inside me, Huon energy thing." Donna attempted to distract the Empress, long enough for Lance to be able to sneak up behind her and kill her with the axe. As though sensing something, the Empress looks away from them momentarily. "Oi! Look at me, lady, I'm talking!" Donna shouts, and the Empress looks back at her with annoyance. "Where do I fit in? How come I get all stacked up with these Huon particles?" Lance is almost within reach of the Empress. "Look at me, you! Look me in the eye and tell me!" Donna orders.

"The bride is so feisty!" the Empress smirks down at the redhead. Donna momentarily locks eyes with Lance, who stands behind the Empress with the axe, ready to strike…

"Yes, I am! And I don't know what you are, you big thing, but a spider's just a spider, and an axe is an axe!" She redirects her attention towards Lance. "Now, do it!" Lance takes a swing at the Empress who turns and hisses at him. But then, at the last moment, Lance lowers the axe and starts laughing mockingly.

The Empress joins in.

"That was a good one. Your face!" Lance sneers, unpleasantly.

"Lance is funny!" the Empress praises him. Katy abruptly let's go of the Doctor's hand, and storms forward, looking incredibly angry as the Doctor reaches out and grabs her by the wrist to stop her from going and punching the daylights out of Lance.

"I knew it!" She yells, as Donna looks taken aback. "You unimaginable bastard!"

"What?" Donna mumbles, as the Doctor, solemn faced, reaches out and places his other hand; the one not restraining Katy, on Donna's shoulder.

"I'm sorry," He consoles her, before glowering at both Lance and the Empress with deep dislike.

"Sorry for what?" Donna wasn't getting it. "Lance, don't be so stupid! Get her!"

"God, she's thick," Lance insults Donna. "Months I've had to put up with her. Months! A woman who can't even point to Germany on a map."

"I don't understand?" Donna stated.

"How did you meet him?" the Doctor attempted to help her jog her memory.

"In the office," Donna responded.

"He made you coffee…" the Doctor continued to coax her into connecting the dots.

"What?"

"Every day, I made you coffee…" Lance helps the Doctor piece it all together for Donna, much to the Doctor's annoyance, as the other man wasn't exactly helping with the situation.

"You had to be dosed with liquid particles over six months," the Doctor explained gently, as Donna's eyes finally widened, and she paled.

"He was poisoning me…"

"It was all there in the job title. The Head of Human Resources," the Doctor stated.

"This time, it's personnel!" Lance mocks, and the Doctor has to tighten his grip to stop Katy from attacking him; even though he was very tempted to set her loose. Donna gives Lance a heartbroken stare.

"But we were getting married."

"Well, I couldn't risk you running off," Lance shrugged indifferently. "I had to say yes. And then I was stuck with a woman who thinks the height of excitement is a new flavour Pringle." He sighs dramatically and fixes Donna a look of utter disdain. "Oh, I had to sit there and listen to all that yap yap yap: Oh, Brad and Angelina. Is Posh pregnant? X Factor, Atkins Diet, Feng Shui, split ends, text me, text me, text me… Dear God, the never-ending fountain of fat, stupid trivia." He lets out a sarcastic laugh. "I deserve a medal!"

"You deserve nothing, you arrogant little toe rag!" Katy spits furiously.

"Is that what she's offered you?" the Doctor interjected, just as angry. "The Empress of the Racnoss? What are you, her consort?"

"It's better than a night with her!" Lance rudely points at a crestfallen Donna, who looked like she was on the brink of tears.

Katy didn't blame her.

"But I love you…" Donna whimpered.

"That's what made it easy," Lance sneers nastily. "It's like you said, Doctor. The big picture. What's the point of it all if the human race is nothing? That's what the Empress can give me. The chance to go out there. To see it. The size of it all. I think you understand that don't you, Doctor?"

"Except the difference is, the Doctor is more likely to honour such a promise, provided you actually deserve the chance. I doubt a creature such as her will likely give you the time of day once you've played your part in all this." Katy sneers right back, piquing the Empress's interest with what she said.

"Yeah, and you'd know this?" Lance spits at her, as the Doctor glares at him warningly.

"Yeah, I do. I've met her type a lot since I've been travelling with the Doctor. I've seen places and sights beyond your wildest dreams. And I've met people and other species, that you wouldn't believe me if I told you about. It's fantastic and it's also terrifying. But ultimately, it's worth it!" Katy stated sincerely, and the Doctor sends her a warm look of appreciation and love.

"Who is this little physician?" the Empress questioned, curiously.

"She said Martian," Lance responded, indicating to Donna somewhat dismissively as Katy lets go of the Doctor's hand and walks over to wrap a miserable, distraught Donna into her arms to give her comfort. The Doctor adopts a false carefree attitude as he responds to the Empress's query.

"Oh, I'm sort of homeless," the Doctor explains. "But the point is, what's down here?" He indicates to the dark pit. "The Racnoss are extinct. What's going to help you four thousand miles down? That's just the molten core of the Earth, isn't it?"

"I think he wants us to talk," Lance foolishly taunts the Doctor.

"I think so, too." The Empress agrees.

"Well, tough! All we need is Donna!" Lance orders, and Donna flinches in Katy's arms.

"Kill this chattering little doctor man!' the Empress demands, and both Katy and Donna react to this.

"Don't you hurt him!" Donna warns.

"Don't you threaten him!" Katy adds. The Doctor is quick to attempt to calm down both women.

"No, no. Katy, Donna. It's all right," the Doctor tells them.

"No, it bloody well isn't!" Katy disagrees, firmly.

"I won't let them!" Donna backs Katy up.

"At arms!" the Empress shouts and all the robots immediately point their guns towards the Doctor, Katy, and Donna who raise their arms in surrender.

"Ah, now. Except…"

"Take aim!"

"Well, I just want to point out the obvious," the Doctor explains, as he corrals both Katy and Donna behind him for protection. The Empress mistakenly believes he is referring to Donna getting shot by the robots.

"They won't hit the bride. They're such very good shots!"

"Just, just, just, just, just hold on. Hold on just a tick," the Doctor urges. "Just a tiny little, just a little tick. If you think about it, the particles activated in Donna and drew her inside my spaceship. So, reverse it, and the spaceship comes to her!" He grins triumphantly as he turns the knob on the Huon container, and the Tardis builds like smoke around the Doctor, Katy, and Donna.


The Tardis

The Doctor immediately ran for the console and started flicking switches and pushing buttons to get them the hell out of there.

"Off we go!" He called out, cheerfully. Katy guides Donna towards the jump seat and takes a seat beside the distraught woman, as she watches her boyfriend flitting about like a hummingbird with mild disapproval, as he piloted the spaceship. "Oh, do you know what I said before about time machines?" the Doctor asks them rhetorically. "Well, I lied. And now we're going to use it. We need to find out what the Empress of the Racnoss is digging up. If something's buried at the planet's core, it must've been there since the beginning."

Donna turns and buries her head into Katy's neck, and the brunette felt her heart plummet in anguish when she felt Donna's tears soaking the collar of her jumper, and she wraps her arms around the redhead, letting her cuddle up to her for comfort.

"Go ahead, love. Let it out. I've got you…" Katy murmurs to Donna, who clings to the younger girl tighter while Katy shushes her quietly.

It was times like these when she wished Jackie was still around to lend a hand in this situation. Katy had never been jilted before, and she hoped to whatever deity the Time Lords worshiped, that she never would be. She eyes the Doctor contemplatively and immediately scolded herself for thinking such things. The Doctor, while scatterbrained and sometimes tactless, would never be the type to deliberately hurt her like Lance had just done to poor Donna; should they choose the matrimony path someday.

"That's just brilliant!" the Doctor continues babbling on, obliviously. "Molto bene. I've always wanted to see this. Katy, Donna, we're going further back than I've ever been before." He announces, and Katy decides to speak up.

"Not just now, Doctor. I'm attending to Donna." She explains, and the Doctor turns inquiringly and finally notices Donna weeping in Katy's arms and looks guilty.

"Right," the Doctor responded. "I'll just let you know when we arrive."

"Good idea," Katy smiles weakly at him, and the Doctor goes back to piloting the Tardis.


Eventually, Donna stops crying and gently pulls away from Katy, wiping her eyes, and looking a bit embarrassed that she had broken down so abruptly in a complete stranger's arms like that.

"Thanks," Donna says to Katy, clearing her throat uncomfortably as she accepts a tissue from Katy to wipe her eyes with. The brunette smiles back and shrugged, like what Donna had done was no big deal.

"Any time," Katy reassures her, as the Doctor tentatively turns to address the two of them with a warm smile.

"We've arrived. Want to see?"

"I suppose," Donna agrees, getting up from the jump seat and walking over to the console to look into the scanner. The Doctor frowns at the screen.

"Oh, that scanner's a bit small." He pushes away from the console and heads down the gangway towards the Tardis's double doors, gesturing for Katy and Donna to follow him. "Maybe your way's best…" Donna obediently follows the Doctor towards the double doors, with Katy following behind her. "Come on. No human's ever seen this. You both will be the first."

"All I want to see is my bed," Donna states, tiredly.

The Doctor ignores her comment and flings open the double doors revealing that the Tardis was floating around in a colourful nebula. Lumps of rock and dust were orbiting around a dust covered sun. Donna blinks in astonishment at the beauty of space directly in front of her, as Katy steps in between the Doctor and Donna and reacts with awe.

"No way! Where are we?" She asks the Doctor who grins at the fascination he could see in both his companions' faces.

"We've gone back four point six billion years," He confirms. "There's no solar system, not yet. Only dust and rocks and gas." The Doctor points towards the blinding orange-yellow light just ahead of them. "That's the Sun, over there. Brand new. Just beginning to burn."

"Where's the Earth?" Donna questioned, curiously.

"All around us in the dust," the Doctor gestures about at the floating rocks, dust and debris.

"Puts the wedding in perspective," Donna commented a little bitterly. "Lance was right. We're just tiny."

"No, but that's what you do. The human race makes sense out of chaos. Marking it out with weddings and Christmas and calendars," the Doctor states. "This whole process is beautiful, but only if it's being observed."

"So, we came out of all this?" Katy asked, and the Doctor nodded enthusiastically.

"Isn't that brilliant?" A large chunk of rock floats by and Donna contemplates it, with a grin.

"I think that's the Isle of Wight…" She jokes, and both the Doctor and Katy chuckle, pleased that Donna appeared to be feeling somewhat better after being jilted by Lance a few hours earlier.

"Eventually, gravity takes hold. Say, one big rock, heavier than the others, starts to pull other rocks towards it." The Doctor lectures them both. "All the dust and gas and elements get pulled in. Everything, piling in until you get…"

"The Earth," Donna confirmed, as the Doctor looks about curiously for something out of the ordinary that would explain the Empress's plans.

"But the question is, what was that first rock?" He wonders. Then, on cue, a seven-pointed star spaceship suddenly comes out of the dust cloud.

"Look!" Katy alerts them both to the spaceship, and the Doctor's eyes narrow darkly.

"The Racnoss," he confirms. "But hold on. The Racnoss are hiding from the war. What the hell is it doing?"

"Exactly what you said before…" Katy figures it out, and the Doctor's eyes widen in disbelief as the rocks and dust are attracted to the spaceship.

"Oh, they didn't just bury something at the centre of the Earth. They became the centre of the Earth. The first rock." He realises grimly.

Suddenly, there is a loud bang!

"What was that?" Donna asks, panicking.

"Trouble," both the Doctor and Katy say in unison, having gotten used to things suddenly going to hell in a handbasket at the most inconvenient times. The Doctor closes the double doors, just as the Tardis starts throwing them about violently.

"What the hell's it doing?" Donna demanded. The Doctor groans in annoyance when he belatedly realises what was happening.

"Remember that little trick of mine, particles pulling particles? Well, it works in reverse. They're pulling us back!" the Doctor explains, frantically.

"Well, can't you stop it? Hasn't it got a handbrake? Can't you reverse or warp or beam or something?" Donna throws about suggestions to him, and the Doctor groans exasperatedly and looks at an amused Katy.

"Backseat driver," He complains to his girlfriend. "Oh! Wait a minute!" The Doctor ducks down to the underside of the console and pulls out a very familiar item. Katy's eyes widen with recognition.

"Isn't that the extrapolator that Blon stole?" She asks him, looking hopeful that it might help divert the Empress's attempts to drag them back to Earth. The Doctor nodded.

"Yeah, it is." He confirms. "It can't stop us, but it should give us a good bump!" He uses his sonic to activate the extrapolator. "Now!" He yells to Katy, who pulls down a lever, causing the Tardis to dematerialise away from the Empress's grasp, with seconds to spare.


Lower Basement Corridor

The three of them immediately run out of the Tardis, finding themselves standing once again back in the lower basement corridor of the firm. The Doctor takes the lead and races off down the corridor, with both Katy and Donna hot at his heels.

"But what do we do?" Donna frets.

"I don't know," the Doctor admits. "I make it up as I go along. But trust me, I've got a history." He reassures her as he pulls out a stethoscope from within his bigger-on-the-inside trouser pockets and uses it on the Torchwood door. Katy and Donna watch him impatiently.

"But I still don't understand. I'm full of particles, but what for?" Donna insists.

"There's a Racnoss web at the centre of the Earth, but my people unraveled their power source," the Doctor explains, a little distractedly. "The Huon particles ceased to exist, but the Racnoss were stuck…"

Robots appear from out of nowhere and reach out and grab both Katy and Donna, cupping their hands over their mouths so they didn't scream out for help, while the Doctor continues rambling on about the Racnoss and their connection with the beginning of Earth.

"... They've just taken hibernation for billions of years. Frozen, dead, kaput. So, you're the new key. Brand new particles, living particles! They need you to open it and you have never been so quiet…" the Doctor stops babbling abruptly and turns to investigate, only to react with horror when he saw that not only was Donna gone, but Katy too! "Katy!? No!"

He finally manages to sonic open the Torchwood door he'd been working on trying to open, only to come face to face with yet another robot, who was pointing a gun at him.


Drilling site

Terrified, but knowing that resistance was futile, Katy went obediently with the robots who had managed to snatch both her and Donna from out underneath the Doctor's nose, but she would go down fighting if she had to. Donna, however, wasn't as cooperative. Especially when she discovered where the robots doing the Empress's bidding were taking the both of them; right beside Lance, who was ensnared in a web dangling right above the dark hole. Clearly, when Donna had disappeared, the Empress had panicked and moved onto plan B: Lance.

Didn't take a genius to figure that out.

"I hate you!" Donna snarls at Lance, glaring over at him from her place in the webbing between him and Katy.

"Really? Is this the time or the place to start squabbling?" Katy groaned, trying her best not to look down at what was directly beneath her.

"Yeah, I think we've gone a bit beyond that now, sweetheart…" Lance retorts, siding with Katy who glowers over at him.

"Don't help me."

"My golden couple, together at last!" the Empress scuttles over to the web and gloats. "Your awful, wedded life. Tell me, do you want to be released?" She asks them.

"Don't answer that. It's a trick question…" Katy mumbles. But both Donna and Lance ignore her.

"Yes!" they both shout at the Empress.

"You're supposed to say, I do." The Empress taunts them, and both of them look at her, horrified.

"Huh? No chance!" Lance refuses.

"Say it!" The Empress insists.

"I do," Lance reluctantly complies.

"I do," Donna echoes and Katy watches this farce of a marriage ceremony with a look of helplessness on her face, and wondered where the hell the Doctor was, and when was he going to come along and save the day like he usually did.

"I… don't!" The Empress smirks. "Activate the particles. Purge every last one!" She orders, and immediately both Lance and Donna start glowing. "And… release!" The Huon particles zoom straight down into the hole below the webbing. "The secret heart unlocks, and they will waken from their Sleep of Ages."

"Who will?" Donna asks, panicking. "What's down there?"

"How thick are you?" Lance once again insults Donna, as Katy looks down at the abyss beneath their feet with dread.

"My children, the long lost Racnoss," the Empress answers Donna's question with glee. "Now reborn to feast on flesh! The web star shall come to me." The sounds of millions of little feet start scuttling up the hole, and Katy shudders with horror. "My babies will be hungry. They need sustenance. Perish the web!" The Empress orders, and Lance's eyes widened to the size of dinner plates.

"Use them, not me! Use them!" He begs, as both Katy and Donna give him looks of disgust.

"Oh, very brave. I'm speechless with admiration!" Katy sneers, and the Empress appears to agree with Katy's rebuke.

"Oh, my funny little Lance! But you are quite impolite to your lady friend and that doctor man's lovely little companion. The Empress does not approve." The web then suddenly snaps, releasing Lance, who falls screaming into the hole and to his death.

Both Katy and Donna watch this with horror.

"Lance!" Donna yells with despair. She may not have liked the guy, but even he didn't deserve a fate like this. Katy fixes a look of fury upon the Empress.

"He didn't deserve that!" She protests, angrily. But the Empress ignores her.

"Harvest the humans! Reduce them to meat!" She orders, and out on the streets of London, energy lances out from the Racnoss spaceship's lower four arms, wreaking havoc in the streets. "My children are climbing towards me, and none shall stop them!" A lone robot makes its way up some nearby steps, and the Empress immediately turns towards it. "So, you might as well unmask, my clever little doctor man." Katy's head snaps in the direction of the staircase and brightens instantly when the Doctor removes the robot mask and robe.

"Oh well, nice try." The Doctor shrugged, nonchalantly.

"Doctor!" Katy shouts at him, with relief. He turns and points his screwdriver at the webbing surrounding Katy, which starts to give way.

"Swing to me, Katy!" the Doctor instructs, and Katy grabs onto a piece of the webbing, and using it like a jungle vine, swings across the hole towards the landing the Doctor was standing with his arms open wide to catch her. "I gotcha!" He greets Katy, wrapping his arms securely around his girlfriend's body and supports her weight as he pulls her away from the edge of the landing to safety. "Hello there!" the Doctor grinned at Katy and pecks her affectionately on the nose.

"You took your time!" Katy chides playfully, as the Doctor rolls his eyes and gently shifts her to once side so he could rescue Donna. He once again aims his screwdriver at Donna and like before, the webbing starts giving way.

The redhead starts to panic.

"I'm going to fall!"

"No, you're going to swing! I've got you!" the Doctor promises, and Katy gestures at her encouragingly.

"You can do it, Donna. Just do what I did!" She instructs, and Donna gulps hard before grabbing another strand of web, and screaming, Donna swings across the hole, past the Empress and stops underneath the landing where the Doctor and Katy were standing. The strand she had chosen was six feet too long, and she drops to the ground with a clang. "Oh, God…" Katy panics, and immediately dashes down the staircase to go check if the older woman was alright.

"Oh. Sorry," the Doctor winced, sheepishly.

"Thanks for nothing…" Donna grumbles as Katy comes running up to her and helps her to her feet.

"Are you alright?" Katy questions and Donna nodded. The Empress, who had been watching all this with bemused interest, starts laughing at the spectacle.

"The doctor man amuses me."

"Empress of the Racnoss," the Doctor addresses her, now stern and serious; his normally warm and friendly brown eyes were cold and unforgiving. "I give you one last chance. I can find you a planet. I can find you and your children a place in the universe to co-exist. Take that offer and end this now!"

"These men are so funny," the Empress responds, not taking his warning seriously.

"What's your answer?" the Doctor demands.

"Oh, I'm afraid I have to decline."

"Then what happens next is your own doing," the Doctor states, evenly. The Empress sneers at him, obviously unimpressed with the Doctor's attempts to bargain with her.

"I'll show you what happens next. At arms!" Her robots turn and face the Doctor, who stands there looking calm and unconcerned, while Donna and Katy watch anxiously from their spot underneath the landing. "Take aim!" the robots lock and load. "And…"

"Relax," the Doctor interrupts, and the robots all slump over.

Katy sags with relief, while Donna just looks confused.

"What did you do?" She asks.

"Guess what I've got, you two?" the Doctor questions Katy and Donna, before pulling a robot remote control from the pocket of his pants. "Pockets!"

"How did that fit in there?" Donna was sceptical.

"They're bigger on the inside," Katy confirms.

The Empress glares at the Doctor.

"Roboforms are not necessary. My children may feast on Martian flesh!" she declares, and the Doctor shakes his head, tiredly.

"Oh, but I'm not from Mars." He states.

"Then where?" the Empress asks, snidely. The Doctor's face darkens. It immediately unnerves both Donna and Katy. The latter had seen him when he was angry and vengeful, but never like this. No, this time, something just didn't seem right about the way he was acting.

"My home planet is far away and long since gone. But its name lives on. Gallifrey." He reveals, and the Empress hisses angrily.

"They murdered the Racnoss!"

"I warned you," the Doctor's voice was very calm, almost serene. But it was obvious that he was very angry. "You did this…" He pulls some Christmas tree decorations out from another pocket and holds them up. The Empress's eyes widened in horror, and so did Donna and Katy's when they both realised what he was about to do.

"No! No! Don't! No!" the Empress begged, but the Doctor throws the baubles into the air then uses the remote to direct them. He uses some to blow holes in the corridor wall to let the Thames in, whilst the rest surround the Empress. Fires break out, and manhole covers burst under the pressure. Water comes flooding into the lair and down the hole.

Tears spring to Katy's eyes when she hears the screams of the baby Racnoss coming from the hole.

"Doctor… what have you done?" Katy mumbles in horror and anguish, covering her hands over her mouth, and turning away to bury her face into an equally appalled Donna's shoulder.

"No! No! My children! No! My children! My children!" the Empress wails in her grief. Donna wraps a protective arm around Katy as they both look up at the Doctor, who was yet to look away from the hole he was drowning the Empress's children in, with his cold eyes.

"Doctor! You can stop now!" Donna shouts up to him.

"I think you've made your point!" Katy adds, extremely disappointed and disgusted by the Doctor's actions. The Doctor seemed to snap out of his vendetta when he hears the revulsion in Katy's voice, and glances at the still wailing Empress.

"My children!" the Empress continues screaming. He suddenly looks horrified by his own actions and immediately sprang into action, darting down the staircase to collect Katy and Donna, who were already enroute towards him.

"Come on! Time I got you both out!" the Doctor stated, grabbing both their hands and making a run for it back up the stairs and out of the drilling site.


Ladder

The Doctor leads Katy and Donna to the same metal ladder they had come across earlier and they immediately clamber up it.

"But what about the Empress?" Donna questioned him.

"She's used up all her Huon energy. She's defenseless!" the Doctor explains looking down at Donna who was climbing the ladder behind Katy.

They eventually make it all the way to the top, with the Doctor helping both women out of the barrier hole and holding onto Katy around her waist and onto Donna's hand, to prevent them from falling off the slippery ladder and back down the hole.


Thames Barrier

The Doctor, Katy, and Donna stand safely on gate 8, taking a breather from having climbed frantically up a metal staircase to safety, after the Doctor flooded the Lower Basement lair. Donna takes a moment to glance around at the view.

"We survived. I love it when we do that!" the Doctor grinned, looking at Katy for her reaction, and faltering a little when he sees the disapproval in her eyes.

"Just there's one problem…" Donna pointed out. The Doctor hesitantly looks away from Katy, who remains quiet and thoughtful, and focuses on Donna with a weak, but curious smile.

"What is that?" He asks.

"We've drained the Thames," Donna concludes, and the Doctor's eyes widen when he looks in the direction of the Thames and notes that the famous river had indeed been drained.


Outside the Noble's home

The Doctor guides the Tardis towards Donna's home in Chiswick and parks the royal blue time machine across the road from the house. The three of them step out and Donna grimaces a little when she sees her house.

"There we go!" the Doctor stated proudly. "Told you she'd be alright. She can survive anything." He pats the side of the Tardis fondly.

"More than I've done," Donna responds a little sadly. The Doctor whips out his sonic and gives Donna a quick once over with it.

"No, all the Huon particles have gone. No damage, you're fine." He reassures the redhead, who smiles gratefully at him, but still looks a bit downtrodden.

"Yeah, but apart from that, I missed my wedding, lost my job, and became a widow on the same day." She lists.

"Sort of," Katy corrects her and Donna smiles tightly. The Doctor looked a little guilty and apologetic.

"I couldn't save him."

"He deserved it," Donna waves him off, but backtracks when she sees the pointed looks from both the Doctor and Katy. "No, he didn't." She sighed heavily. "I'd better get inside. They'll be worried." She thumbs over her shoulder at the house, and the Doctor and Katy catch a glimpse of Donna's parents in the window, looking worried.

"Nah, think of it as the best Christmas present they could have," He stated optimistically, then grimaces when he remembers Donna's dislike of the holiday. "Oh, wait. I forgot you hate Christmas."

"Yeah, I do." Donna agreed. The Doctor opens the Tardis's double doors slightly and reaches inside.

"Even if it snows?" He flicks a switch, making the Tardis's lamp turn yellow momentarily and it fires off a bolt of energy into the sky. Snow starts raining down over everything, and Donna gasps with delight.

"I can't believe you did that!"

"Oh, basic atmospheric excitation," the Doctor shrugged nonchalantly.

Donna grins at him.

"Merry Christmas!" She bids both the Doctor and Katy, who darts forward and wraps the redhead in a hug.

"Merry Christmas to you too." Katy returns the greeting. The Doctor leans casually against the Tardis.

"So, what will you do with yourself now?" He asks, curiously.

"Not getting married, for starters." Donna was quick to answer, and Katy makes a face.

"Oh, never say never. It could happen for you one day. Don't give up." Katy scolds her lightly, and Donna shrugged.

"Yeah, well. I still might take a break from dating for a while," She insisted. "And I'm not going to temp anymore." She sighs again, and smiles. "I don't know. Travel. See a bit more of planet Earth. Walk in the dust. Just go out there and do something…" Donna trails off, and both Katy and the Doctor exchange glances before the former gestures with her head as if to say, 'go on, go ahead'.

"Well, you could always…" the Doctor hinted, and Donna looks at him curiously.

"What?"

"Come with us," Katy suggested, smiling warmly at the older woman. But Donna immediately shakes her head.

"No," She declines, and both Katy and the Doctor look a bit upset.

"Okay," the Doctor nods.

"I can't," Donna reiterates, and the Doctor straightens up from the Tardis, trying not to show how dejected he looked. Although Katy had an inkling about why Donna was rejecting the chance to travel through time and space with them. And quite frankly, she didn't entirely blame her.

"No, that's fine." The Doctor reassures her.

"No, but really," Donna frowns at him. "Everything we did today. Do you two live your lives like that?" She directed this question to Katy as well, since the brunette was obviously a frequent flier.

"Not all the time," the Doctor stated.

"But it does happen occasionally," Katy added, not wanting to sugarcoat it, and Donna nodded still frowning.

"And that's why I couldn't."

"But you've seen it out there. It's beautiful…" the Doctor defended his lifestyle to Donna who nodded in agreement, but still had her misgivings.

"And it's terrible," she pointed out. "That place was flooding and burning, and they were dying, and you were stood there like, I don't know, a stranger." The Doctor immediately went blank faced and looked over at Katy who frowned and stared at her feet, avoiding direct eye contact with him and not interfering with Donna's rant, because she agreed with her completely. The Doctor winced and took the hint; realising that he had fucked up ... big time, particularly where Katy was concerned. "And then you made it snow. I mean, you scare me to death!"

"Right," the Doctor looked ashamed. But then Donna perked up and smiled sadly at him.

"Tell you what I will do, though. Christmas dinner," The Doctor immediately shut down at the thought of something as domesticated as that, and Katy grinned in amusement. Donna rolled her eyes. "Oh, come on."

"I don't do that sort of thing," He insisted.

"You did it last year with me…" Katy pointed out, and the Doctor smiles at her weakly.

"And you might as well, because Mum always cooks enough for twenty." Donna wheedles.

"Oh, alright then," The Doctor 'caves', and this time Katy rolls her eyes and heads straight into the Tardis, knowing her boyfriend was lying through his teeth. She sits down on the jump seat and waits there, arms folded across her chest as the Doctor finishes making up an excuse. "But you go first. Better warn them. And don't say I'm a Martian. I just have to park her properly; she might drift off to the Middle Ages. I'll see you in a minute."

He walks inside and makes a beeline for the console switch, flicking it to get the engines going.

"Doctor! Doctor!" They both react in astonishment when they could hear Donna's voice above the Tardis's engines.

"Now that's impressive…" Katy mutters. The Doctor flicks down the switch and sprints for the doors, sticking his head out of them.

"Blimey, you can shout!" He grumps at Donna.

"Am I ever going to see you two again?" Donna asks, and Katy gets up from the jump seat and runs for the doors as well, knowing that this was probably the last time for a while that she was going to talk to the redhead. She ducks her head underneath the Doctor's arm and smiles warmly at Donna.

"If we're lucky," the Doctor confirms, draping his arm around Katy's shoulders and she reaches up to link hands with his.

Donna blinks sadly at the couple.

"Just promise me one thing. That you two find someone…" Donna urges, and the Doctor immediately shuts down, and Katy looks solemn.

"I don't need anyone. I've got Katy." The Doctor states, firmly.

"Yeah, you do. Because sometimes, I think you need someone else to help Katy stop you," Donna stated, and the Doctor smiles softly.

"Yeah. Thanks then, Donna. Good luck. And just be magnificent." The Doctor instructs her.

"I think I will, yeah." Donna promises. The Doctor and Katy disappear back into the Tardis, but Donna can't resist asking one last question; something that had been nagging at her since she had first met the mysterious couple. "Doctor? Katy?" She yells, and the Doctor pulls open the door again, looking irritated, while Katy remains where she was standing against the console.

"Oh, what is it now?"

"That friend of yours. What was her name?" Donna asks, gently.

"Her name was Rose," the Doctor's voice cracks a little, as he closes the door.

The Tardis dematerialises away, then shoots up straight into the sky before vanishing back into the Time Vortex.


A/N: Done and dusted.

Stay tuned for the next chapters where we welcome our newest companion: Martha Jones!

Also made a decision about what I would like Katy's theme song to be. If you're interested in hearing it, log onto YouTube and type in 'Flying' by James Newton Howard. I pinched it from the 2003 Peter Pan movie, but I think it suits the character I envisage Katy (and soon her Time Lady self) to be.

Until next time. TTFN xx