A/N: New fic! Yay! And I should be updating every Thursday if I don't break and post early. Disclaimer: Don't own, check back in later.

Tall black heels clacked on the floor as Lily Spade walked briskly to the ominous metal doors. The metal buttons beeped as she typed in the required six numbered code that changed every hour. Only two people could open this door. Her and... Him.

The deadlock sealed door opened with a smooth swish and she clacked forward.

A large mahogany desk with a padded chair behind that appeared to be unoccupied was the only furniture in the stark room other than the straight backed steel chair in front of it.

Swallowing slightly she cleared her throat.

"Sir? You asked for me?"

"Please sit." The cold, raspy and somehow slimy voice spoke.

Still nervous and tugging her regrettably short skirt farther down, she sat cross legged on the metal chair. He did not turn around.

"We've lost TORCHWOOD."

"What?"

"Infiltrated. By the Doctor."

He spat the alien's name out like it was a curse.

Lily gasped. "W- we're all that's left! CARDHIT is the last and The Doctor is out to destroy the world, sir, we're the last. What will we do?"

"Well. Get rid of the moles TORCHWOOD has placed in us."

"Moles?"

"Preferably, you."

Lily Spade froze. The cool feel of the metal slid chillingly down the back of her jacket and she shuddered.

"I've been with CARDHIT since the beginning, sir. I've worked hard to earn your trust, sir. I'm not a mole, sir."

"The perfect cover." He growled.

Lily decided to roll with it, sometimes he was paranoid.

"Sir-" the small Asian girl began but she didn't finish her sentence as the cold feeling of the chair spiked to hot electricity and Lily screamed.

The only sound other than the crackling electricity and Lily's screams was the howling laughter of the 'thing' in the chair. The electricity finally stopped and Lily's head drooped upon her chest.

"You have proved your loyalty. You may leave. Any sane member of TORCHWOOD would have killed me when I mentioned the mole or jumped out of the chair that was quite obviously a trap. Now, get out of my sight and GET ME THE DOCTOR."

Lily Spade rose and trotted out of the office with shaking legs and wild eyes. She carefully brushed her black hair behind her ear and opened the second security level ten door. The room was cool and dark. Dark pipes on the ceiling and walls led to pool on the floor that was filled with swampy green bubbling liquid.

A man in sterile white clothes and mask approached her.

"Ms. Spade, the clone is proceeding well and we have required the DNA sample of Wilfred Mott."

"Wonderful."

Lily's lips curved into a cruel smile. She smirked as a wrinkled tan hand emerged from the soupy clone feed.

Soon. She would prove her worthiness to be by his side. She would serve him and give him the best results.

She was faithful, she was awestruck,

she was his servant, and he was her master.