A/N: The story takes place midway through the Doctor and Ponds' adventures, but there'll be plenty of references to near and far futures. This could probably go without saying, but if you haven't caught up with the series by now, proceed with caution. As a great woman once said – spoilers! ;)

A Long Night

"Think twice? Bestie. I don't even think once."

Emma had somehow managed to procure a seagull from the shoreline and sequester it away for this golden opportunity atop the pier.

Mark ogled at the indignant creature held gently (but firmly) in Emma's grasp and her wild grin. "All I asked for was 'something nice' from the beach. I didn't ask for a bird!"

The gull suddenly let out a loud squawk and attempted to scramble out of Emma's hold.

"Well you could've been more specific-" Her retort fumbled into a flurry of sputters and swears. Feathers went flying as wings unfurled and smacked the brunette across the face, her bouncy curls and freckle-dappled cheeks a blur of motion as she attempted to avoid getting pecked in the face.

This was yet another reminder for Mark that his life wasn't a simulation. A computer just couldn't process half of the shenanigans that happened when Emma was around.

Mark batted away the rogue flying feathers from his face as the noisy struggle hit a crescendo. "Put it back!"

"Fine!"

Without another moment's hesitation, Emma hoisted the seagull into the air above their heads, allowing the bird to flap frantically away from its captor with a series of squawks. It rose high into the tangerine sunset skies looming over the Galveston coastline and, within seconds, was far beyond their sights.

All the while, Mark wearily glared at Emma.

She took no notice. From the instant she let go, she contentedly watched the bird (or Gerard, as she had dubbed him only minutes before) fly out of their lives forever.

He couldn't ask for a better friend.

Wait.

Yes he could.

God,please give me a friend who doesn't consider a seagull a perfectly reasonable parting gift.

"Well," Emma wrenched him from his silent pleadings, "now who's going to keep you company in the big city?"

He sighed. "Why." Why are you like this.

"Oh, shut up," She lightly punched his arm, "I had a backup plan in case Gerard wasn't cut out for law school."

She said this as if it was supposed to fill Mark with relief, but it only served to stoke his worries. "I swear if you've got a- a pigeon in your pocket-"

"Don't be ridiculous," She rolled her eyes as she unzipped her bag, "I'd need double XL cargo shorts to fit one of those in my pocket. Believe me."

Before Mark could ask how she knew that, she barreled right on, "I've got something else to send off with you. Something a little more…low maintenance."

She produced a small stone from her bag. It was little more than a simple river rock, rounded and smoothed from thousands of years of erosion. It was a rosy pink with flecks of green dappling its surface.

Then she turned it over.

A pair of googly eyes rolled over to face him.

Mark couldn't help but snort.

Emma glanced at it affectionately and brought her gaze back up to Mark, "I figured I'd let you have the honor of naming him. Since he's all yours."

Mark gently scooped up the stone from Emma's open palms and looked into its wobbly, blank expression. "I will treasure him forever."

She clasped her hands behind her and swayed back and forth, "Just somethin' to cheer you up during the long hours of the night when you're ready to set your textbooks on fire."

"Thank you." The familiar wave of regret crashed over him yet again. Saying goodbye to Emma this way was painfully bittersweet. How much had his life changed in the last four years? The experiences he'd shared with his best friend made for some of the happiest memories he could ever treasure.

Although they'd only met in their first year at college, Mark and Emma felt as though they'd known each other a dozen lifetimes. They came from two completely different departments of study and bumped into each other at a mixer that neither wished to attend but, due to the ceaseless goading of their peers, tagged along anyway. Once the awkward introductions were out of the way though, they had discovered a shared passion for all things stupid and sci-fi.

Emma was smart. Like, crazy Einstein-having-drinks-with-Phil-Swift smart. The kind of double-major Physics and Aerospace Engineering graduate you wouldn't threaten because she probably knew how to make it look like an accident. She was an impulsive firecracker with a brain full of science-y stuff to boot.

To Mark, she couldn't have been more his opposite. Where he was content to sit in a quiet room with a good book and a few pensive thoughts, she was probably starting a fire in somebody's kitchen or heckling renowned keynote speakers at a conference.

Emma's antics and boundless energy confounded all logic and confused Mark to no end on a good day. But something about that appealed to him…maybe she might just look his way if he could ever match that energy.

But it was impossible. They'd always found themselves in the wrong place at the wrong time with fickle partners to even begin considering each other as dateable. Or so Mark often reasoned to himself these days. Mark had only just been dumped by Charlotte a few weeks back, and Emma still had a line of suitors from her own department begging for her number. In their own awkward, antisocial ways.

Perhaps therecouldhave been something more to their friendship…if only he'd have spoken up.

He inwardly sighed. Even if they suddenly decided to make something official. Tonight. It was too late. They'd be scattered to the four winds on the open road to newer endeavors come tomorrow morning.

"Hey."

Emma's voice was so soft it almost startled him. Her natural speech could usually carry for miles.

"I'm okay," Mark said, ripping himself out of his reverie. "I'm just gonna miss this."

She passed him a brief sympathetic smile before waving his words away. "It won't be forever. I'm sure we'll be able to catch up, stay in touch- you never know," She shot him a brooding glare and donned her most ominous voice, "I could be right outside your door any day. It's gonna be okay..."

"...and you don't get a choice." He finished with a smirk.

She laughed, planting her hands on her hips. "Well, the day ain't over yet!" She tugged Mark's sleeve and strutted past him, dragging the man away from the pier and toward the fairgrounds on the neighboring block. "Come on, let's get to the roller coasters before all the kids. I've been smelling the popcorn all the way over here forever!"

The hours passed like minutes. As the sun slowly dipped below the horizon and the first few stars began to shimmer out of the late summer haze, the pair had long since thrown themselves into their last night festivities.

They rode all of the roller coasters twice over (though it wasn't much to brag about - a hydraulic loop-de-loop, spinning cups, and a drop tower didn't account for very much) and sunk most of their money into the game booths.

"It's a scam." Emma rolled her eyes at Mark, tossing another handful of popcorn into her mouth. "They'll rob you blind."

He didn't care. Even though she was right, he was too stubborn to back down from the carnival barker's challenge. The blue pig plushie sitting in the man's prize bin had called his name, and before he knew it, he was holding the baseball with a white-knuckled grip and a gleam in his eye. He was going to bullseye those milk bottles right off their pedestal, scam or no scam.

"Yeah? When I get that pig, we'll see who's been robbed."

Emma paused. "Something tells me that's not the first time you've said that sentence out loud."

"Let me focus."

The air was charged with tension. Carnival music floated and bounced across the sea of chatter and raucous laughter all around them. Mark took a deep breath and wound up his premier pitch.

You can do it! The plushie seemed to shout from the basket.

He launched the ball.

Then swore as it slammed into the carnival barker's face.

"Shit!"

No one knew who blurted the profanity. Mark could've only assumed it came from all three of them at once.

Emma immediately grabbed him by the back of his shirt, ditched the popcorn, and bolted before the booth manager could vault over the counter to tear into Mark.

"Jiminy Cricket, Mark!" Emma shouted in disbelief as they hastily melded with the masses in their escape.

Mark, wide-eyed, was still caught up in his shock-induced thoughts and took to voicing them aloud, "I'm going intolaw! Why did I ever convince myself I was coordinated enough for this? All I do is read, write, and argue!"

Emma seemed to be in a similar headspace. "The man just became a victim of physics."

Mark felt his stomach painfully knotting, "Oh, I feel so bad."

"Don't!" Emma exclaimed with a grin as they continued to move through the crowds. "He's been arming strangers with baseballs and challenging them to hit something all day. And notoncedid he think of the consequences."

Mark laughed and felt the sting of the accident slowly evaporate into the summer night.

Once they had effectively fled the scene of the crime, their haste-laden strides fell into a leisurely stroll as they found themselves in an unexplored corner of the fair. This must have been the more easygoing portion of the block's attractions. The place where the old-timers got a break from the chaos of screaming children and where the socially awkward adults got to finally be themselves and peruse the displays of homemade jams in peace.

There was an abundance of food stalls. The alluring aroma of fried cuisine and roasting meats washed over them on the breeze. Lining the thoroughfare were small tents catering to the occasional passerby who, per chance, desired a comically illustrated self-portrait, a gawk at a host of jugglers, or a face painting.

With hardly four dollars left in his pocket from their excursions, Mark cast a forlorn glance at the face painting tent. Darth Maul cosplay would have to wait for another day.

Emma piped up, "Kinda reminds ya of the Rings of Akhaten, don't it."

Mark frowned. "The what?"

"The Doctor Who episode."

Ah, a reference. Mark admired Emma's capacity to mention it on a routine basis. She could unabashedly admit to anyone (whether they were listening or not) that it was her most favorite show of all time. Mark wasn't entirely as enthralled by the series as Emma, and much less enthusiastic about sharing his own casual fondness for it. Especially when doing so usually got the same reaction from people as telling them that your favorite part of a fair was the butter sculpture exhibits.

Emma's head was sometimes on a completely different wavelength than Mark's. He didn't know what prompted her comment, but he did recognize the name – 'Akhaten'.

"Oh," He said, "you're talking about the whole- Clara episode." He waved his hands, "Spacey marketplace with the giant angry sun thing and the glittery child actress?"

"Yeah," She laughed. "The episode where the Doctor makes a really big speech about his life and then Clara shows up like 'Bitch, please. I got a leaf.'"

"Is that really how you remember episodes?"

"'Glittery child actress'?"

"Fair point."

"Ooh, this one's new!" Emma started for a small building situated at the end of the main road. Being only a single story tall, it was covered in the gimmicky aesthetics of a saloon. Wood planks, spittoons, tumbleweeds, 'wanted' posters – the whole nine yards.

The two watched as a couple with their three small children entered through the swinging doors after paying the bored cowboy manning the porch.

When they drew closer, Mark read the sign a few meters away from the doors - Deadwood Mirror Maze.

Mark looked back at the vanishing figures of the parents and the tiny, clueless toddlers.

Oh no.

Emma seemed to be on the same page because she burst into a fit of giggles, "Oh, this is how memories are made."

"We've gotta see this." Mark approached the old-west bouncer who guarded the entryway. "Just the two of us."

The cowboy eyed them under his Party City Stetson, "That'll be three bucks a person, bud." He said through a thick North Dakota accent.

Emma barely managed to conceal a snort.

Digging into their pockets, they dumped six dollars' worth of loose change into the man's hands and hurried inside to look for the family.

Saloon music played through concealed speakers above their heads. The playful plinking melody of a tack piano filled the space and reverberated off the columns of reflective glass. The hanging electric candles only worsened their ability to judge distances. The automated sputtering of the flames produced a dim strobe effect, making it difficult to spot the seams between mirror and open hallway.

"Ugh, I used to hate these places," Emma said as they carefully maneuvered their way through the dark enclosure. "But I never got tired of watching people run into stuff." She said with a mischievous grin.

"I dunno," Mark said with a shrug, scrutinizing his reflections, "I used to be pretty good with these when I was a kid." Confident that he'd located a path, he strode forward only to smash his face directly into a mirror.

Emma cackled.

He massaged his nose, feeling a surge of heat flood his cheeks, grateful for the dark conditions. "Evidently not anymore." He mumbled.

Emma turned in circles, "I can't hear them. Where could they have gone?"

"Maybe they're just really good at mirror mazes."

She threw him a skeptical glare.

Mark reconsidered. "Okay, yeah. Three tiny children and two tired parents. Got it."

Emma took a few tentative steps forward and reached out as if she were about to put her hand through a ghost, "Let's just find our own way out of here. We're bound to catch up with them eventually. Even if they have really, really good spatial awareness skills."

With that, they set off in search of children who would be running at full pelt into mirrors.

Mark squinted through the dim lighting to no avail as with every few steps he encountered the cool touch of glass. He then decided to keep his focus on his feet, searching the ground for the telltale seams of mirrors. He wound his way up, down, and around the dizzying paths for what felt like an eternity.

He cast his gaze up and around, searching, feeling, and hunting while knocking and barking his appendages into the reflective walls. He wasn't claustrophobic, but boy, did he understand the fear in this moment.

Irritated, he rubbed his bruised knee, beginning to have second thoughts. Now the piano music was starting to feel more like a melody of mockery composed specifically for Mark.

In the moment's respite, he finally noticed how quiet it was (besides the annoying saloon song). It had taken him several minutes to realize that Emma was no longer by his side. He looked around only to find his baffled expression multiplied thrice over and staring back at him.

"Emma?" He called out.

Nothing.

This place is tiny, he thought, where could she be?

He tried again, "Emma! Where you at?"

Silence. And show tunes.

He huffed, reassuring himself, "Probably stuck in her head…again." She had a terrible habit of being so lost in her mind that she may as well have been routinely snorkeling through her own thoughts.

"My mind is a web browser,"Emma had once quoted, "I have seventeen tabs open, four of them are frozen, and I have no idea where the music is coming from."

Their separation didn't exactly catch him by surprise.

But something about this wasn't sitting right with Mark. Something tugged at the pit of his gut; something felt wrong.

He shouted, "Emma!"

No response.

The hairs on the back of his neck stood on end, and his skin prickled with apprehension. The music isn't that loud, he thought, there's no way she couldn't hear me.

He began to search for the exit with renewed fervor. His mounting anxiety made it all the more difficult to discern the right path.

He seemed to be going in circles. His startled reflections casting eerie shadows in the dim spotty lighting left him feeling scattered. Little empty paths here, sharp corners there, and a fresh round of bruises and face-first contact with reflective glass to add to his stress.

Mark considered that even if Emma wanted to pull an elaborate prank on him (as was well within her wheelhouse), she surely wouldn't have watched him suffer like this for more than a few seconds. She was many things, but she wasn't cruel.

Something was definitely wrong.

He frantically began to search for the exit without a care for the mirrors. He couldn't smash them, but he could kick and beat against the glass as an outlet for his frustration in his attempt to escape.

"Whatisthis place?"

No answer. Not even a confused fairgoer or a bored cowboy bouncer attended to his cries. The mirror maze wherein Mark tripped and stumbled seemed cut off from the outside world.

He finally managed to flail his way into an open corridor.

There.

Down a small stretch, there was a door.

He made a break for it.

Somewhere at the back of his mind, he considered how painful it would be for him if this were only another mirror simply reflecting the way out. He threw the notion away. It had to be the exit.

His legs carried him swiftly toward the door.

Then, dread seized him as he suddenly saw his own reflection running toward him at breakneck speed.

He didn't have the nanoseconds to brace himself for the impact.

He shut his eyes against what would surely be a trip to the Care Now clinic (where no one ever really Cares and it's never usually Now) for a broken nose.

But instead of the sensation of cool glass hitting his face at thirteen miles an hour, he felt himself fall straight through what felt like a torrent of liquid nitrogen. Not that he'd ever experienced that before. But in that instant, he knew that there wasn't a single word in all the world's languages that could aptly describe how mind-numbingly glacial this felt.

His entire body tensed in the deep freeze, and he was dimly aware of his form falling gracelessly from the icy shower of stinging sensations to a frigid, unforgiving, concrete floor.

There, he lay face-down. For how long? Long enough to realize that he couldn't hear the grating sounds of jaunty piano music anymore, smell the hanging aroma of carnival food, or detect the soft strobing of electric candlelight behind his eyelids.

He knew well enough that heaven couldn't be so dark and that hell couldn't be so quiet.

So, not dead then.

I've literally knocked myself senseless. His scrambled mind panicked. Blind and deaf. Perhaps he could finally find out whether Hellen Keller was immune to flash-bangs.

He gave a grunt and blearily opened his eyes.

"So," His voice croaked, "rain check on the flash-bang experiment."

His eyes were already well-adjusted to the dark room around him. It looked like an old factory that had been stripped of its mechanical components and left a hollow corroding shell. Like those before-and-after pictures he'd seen of old steel mills that had long since been left behind in the modern age.

The smell of chilled damp and mildew greeted him with the dull sounds of traffic beyond the building's walls.

Confused, Mark gingerly got to his feet and took a few deep breaths. Wherever he was, it wasn't anywhere near the Galveston fairgrounds.

His breathing echoed off the dripping walls, and he instinctually kept himself as quiet as he could while processing his new surroundings. There was no sign of Emma, or anyone else for that matter. The hollow, dark building looked as if it had been left empty for decades. He couldn't be anywhere near home.

The panic of the mirror maze had slowly ebbed. Now his senses dialed in to assess his new predicament as every fiber of his being told him to be alert and aware.

His gaze swept across the shadow-covered corners of the building, searching and listening intently for signs of another's presence. His heart pounded in his ears as he carried his gaze to the walls and high ceiling, looking for location markers, cameras, anything at all in the abandoned factory.

He turned in circles before locating a sliver of neon glow around a corner at the far end of the warehouse. He stepped uncertainly toward the light.

First, find Emma. He thought. Then we find out where we are and get help. Then we find out how we get home.

The dull roar of traffic grew with each step he took toward the corner. His heart leapt for hope as he picked up the sounds of chatter beyond the gloom. Mark walked more confidently to the opening around the corner. Then he stepped out onto a small entry platform merely a foot off the ground.

His jaw dropped.

A city sprawl rolled out before his eyes. Skyscrapers towered overhead, and brilliant lights from dozens of billboards, shop signage, and street lamps drowned out the inky night sky. Hundreds- no, thousands of people busied themselves to and fro. They toted bags, purses, carts, trikes, canes, umbrellas, and all manner of paraphernalia. But that wasn't what sent Mark's mind reeling.

Aliens. Actual walking and talking aliens.

In all shapes, sizes, creeds, clothes, and colors, they strutted, slouched, slogged, slithered, and sauntered through the city streets, unaware of (or politely ignoring) the fleshy human caught gawking at the crowds.

A scene from Spirited Away suddenly sprung to Mark's mind – Chihiro's first night in the spirit realm. When the streets slowly came to life and teemed with all kinds of strange creatures, phantoms, and deities.

Mark could feel the bruises riddling his body from the mirror maze and smell the dank aroma of dumpsters and engine smoke. He couldn't be dreaming what he was seeing and feeling right at that moment.

Mark ran a hand through his already-tousled hair.

This is gonna be a long night.