Disclaimer: I don't own Doctor Who. Just Elissa my o/c.

A/N: A big thank you to everyone who read, followed/favourited and reviewed the first chapter to this fic. And another big thank you to Maethoriel Artemis for pre-reading the chapter for me.

CHAPTER 2

The End of the World

Elissa came to a stop at the console, staring across it at the Doctor as he moved his hands over the controls, "What are you doing?"

The Doctor shot her a beaming grin, full of excitement, "I said I'd show you a time machine, didn't I?"

Elissa's eyes widened, her lips parting in a small gape as she looked about at the interior of the console room that looked no different to when she'd first stepped into it – in fact it didn't even seem to be shaking, "You don't mean we're travelling in time right now?"

"Not just yet," the Doctor denied, shooting her another grin, lifting his hands from the controls and resting them against the console, "First, gotta get the big questions out of the way!"

Elissa blinked, "Big questions?"

"Yep! First and most importantly," he said in all seriousness, "Where do you want to go? Forwards or backwards in time. It's your choice. What's it going to be?"

"Forwards?" Elissa questioned, a little uncertain.

The Doctor arched his brows at her in response, "Forwards?" he checked.

Elissa nodded firmly, "Yeah," she spoke with more confidence, smiling, warming to the idea, "Forwards!"

The Doctor nodded and lifted his hand from the rim of the the console, moving his hands over the controls again, pressing a few buttons, before looking back up at her, "Secondly and just as important as the first…" he paused for effect, grinning at how she leaned in towards him with wide eyes alight with excitement and curiosity, "How far?"

"How far?" Elissa repeated.

"Yep – how far forward in time, did you, Elissa Brady, want to go?" the Doctor questioned staring at her expectantly.

"How about…" she trailed, chewing her lower lip.

"Go on!" he encouraged, shifting a tad impatiently as he waited, wanting to show her time travel… and perhaps show off a bit. It'd been a long time since he'd had someone else travelling in the Tardis with him.

She shook her head at herself, "100 years?"

The Doctor eyed her, a little disappointed, getting the feeling that hadn't been what she was going to say. Still, he grinned and nodded, pulling a lever and turned a knob. The Tardis engines lurching as the ship took them forward in time. The engines fell silent after only a few seconds as the ship stopped at their destination.

"There you go, step outside those doors," the Doctor pointed at the closed doors of the Tardis, "It's the twenty-second century."

Elissa turned to glance at the doors than back at him, her eyes wide with surprise, "A hundred years in five seconds?"

"I told you!" the Doctor grinned, "Time machine!" Elissa smiled, "A hundred years is easy!" he made a small face, "Bit boring though, really," he muttered.

Elissa frowned slightly, her head tilting slightly, "A hundred years is boring?"

"Snooze worthy," the Time Lord stated.

Elissa blinked at him, mouthing the words to herself with some bemusement.

His face broke into another infectious grin as he asked, "Do you want to go further?"

"Well," Elissa began a little slowly, her eyes meeting his across the console, "I'd hate for you to be bored."

"That'd be awful," he agreed with an overly dramatic shudder and then grinned at her again, "How 'bout…" he tweaked a dial, twisting it round, "Ten thousand?" he suggested and waited for her to nod before he yanked down on a lever. The engines lurching to life once more as he sent them further. The engines stopped again and he looked up at her, "There we are! Ten thousand years in the future. Step outside, it's the year 12005, the new Roman Empire – still," he shot her another grin, "I think we can do better."

Elissa blinked and eyed him with something akin to bemusement and curiosity, "Are- Are you trying to be impressive?"

"I –," the Doctor gaped at her, "I don't have to try!" he frowned at her as he stated, "I am impressive!"

"Alright," Elissa nodded her acceptance, shrugging slightly as she easily agreed with him, "You're impressive."

The Doctor's frown deepened as he eyed the woman, not sure if she was actually agreeing or being sarcastic, "I am!"

Elissa blinked, brows quirking a bit in confusion, hadn't she just agreed that he was? She nodded again, "Ok."

"Right then," the Doctor huffed certain she was being sarcastic with him now, "You asked for it!" he pointed a finger at her, before he moved his hands over the controls again.

Elissa blinked again, brows raised a little in alarm and growing confusion as she stared at him, "Asked for what?"

"I'll show you impressive," he grumbled, "I know exactly where to go!" he declared, furiously pumping at a lever as he grinned manically and Elissa shifted a little nervously as the engines revved loudly, "Hold on!"

Elissa grabbed at the console just as the Tardis lurched again, her eyes a bit wide as the ship shook harder than when she'd just been hopping around London. The Tardis hurtling through the vortex at great speed. The Tardis came to a sudden stop. A cheery 'ping' announcing their arrival at their destination.

Elissa released the console and turned to look at the closed Tardis doors. Her heart beating quicker against her ribcage in excitement, the sensation unfamiliar to her but not unpleasant. She turned back to the Doctor, her eyes wide with her curiosity and excitement as she met his gaze, "How far did you take us?"

The Doctor grinned at her in response and gestured encouragingly towards the Tardis doors.

Elissa bit her lower lip and looked towards the closed door again, before she turned back to look at him, hesitating in venturing out into the unknown, "Where are we?" she asked and got another wide beaming grin from the Time Lord as he energetically gestured at the doors again, "What's out there?"

The Doctor gestured wordlessly at the doors again, grinning smugly as Elissa shot him an excited grin before she turned towards the doors again. He watched with growing anticipation as she started for them. He grinned with amusement as she slowly opened a door and cautiously poked her head out of it, glancing about briefly, before stepping out the door. He shook his head as he rounded the console and started after her.

Elissa glanced around the kind of wooden room she'd stepped out into, walking slowly, her brow slightly furrowed, "Am I s'posed to know where we are now?" she murmured questioningly as the Doctor stepped out the open door of the Tardis, closing it behind him, "Cos," she continued as she started down a small flight of stairs, "I've still got no clue."

"Give us a tick," the Doctor replied and Elissa turned her head to look over her shoulder at him, to see him pull his sonic screwdriver from one of his jacket pockets as he stepped over to a wall, stopping in front of a small panel.

She blinked curiously and started back up the stairs, moving towards him as he fiddled with the sonic, "What are you doing?"

The Doctor shot her a quick grin, "You'll see," he said as he turned his gaze back to the control panel and aimed his sonic at it. The slender device buzzing and the blue tip flashing as he flicked the switch.

Elissa turned away from him, her attention drawn to the front of the room as a large shutter started to descend revealing the window behind it. She started back down the stairs, hardly aware that she was moving as she headed for the window, her lips slightly parted, her intrigued gaze locked on the view.

The Doctor fell into step with her, joining her in staring out at the planet that was in orbit below them.

Elissa swallowed, "What…" she began, swallowing, not tearing her gaze from the window, "What am I seeing?"

The Doctor glanced at her, momentarily surprised before realising that she wouldn't know – wouldn't remember if she'd ever seen a picture or watched a documentary on the telly of her home planet, "That Elissa, is the planet Earth."

Her gaze shot to him, her eyes widening in surprise and then awe as she looked back out the window her gaze locked on the planet, "That's the Earth," she breathed, she reached out a hand gently touching her fingers to the window, awed beyond belief. She swallowed, "I'm seeing the Earth… it's beautiful."

The Doctor grinned, "Impressed yet?"

Elissa nodded, eyes not lifting from the view of her home planet, "You had me impressed the moment I walked into that blue box and saw that it was bigger on the inside," she tore her gaze from the planet, "That was why I was wondering why it seemed like you were trying to be impressive earlier. It didn't seem like you could get more impressive than time machine – but…" she turned her gaze back down to the planet, "That just goes to show what I know…" she trailed off and let her fingers slide off the thick glass, silently wishing that somehow she wouldn't ever forget seeing this whilst simultaneously trying not to think about it – just wanting to enjoy the fact that she was staring down at the Earth.

The Doctor stared at her for a moment, taking in her awed expression before he looked out the window, gazing at the Earth again, "You lot," he broke the silence between them, Elissa's gaze flicking to him briefly as she listened, "You spend all your time thinking about dying. Like you're going to get killed by eggs or beef or global warming or asteroids," Elissa blinked at that before her brow furrowed quizzically as she looked away from the planet again to stare at him quizzically, 'they did?'

"But you never take time to imagine the impossible," the Doctor continued his lips quirking slightly in amusement at the puzzled look Elissa was giving him, "Maybe you survive. This is the year 5.5/apple/26," he finally started answering her earlier questions, "Five billion years in your future. This is the day… hold on…" he lifted his arm, checking his watch briefly, just to be sure that he hadn't gotten it a bit wrong, "This is the day the sun expands."

Elissa blinked again, thrown, and then frowned at him questioningly, not having a clue what that meant, "The sun… expands?"

"Yep!" the Doctor exclaimed, "Elissa Brady, welcome to the end of the world."

Elissa blinked rapidly, "What?!" she frowned, her gaze going to the planet below them and then back to the Doctor, "Isn't that a bad thing?"

"Not in this instance," the Time Lord replied as he turned from the observation window and started over to a door.

Elissa blinked, eyeing his back as she followed after him, "It sure sounds like a bad thing to me…" she mumbled.

The Doctor glanced over his shoulder at her as he buzzed his sonic at the doors control panel, "Never judge a thing by how it sounds," he advised.

Elissa nodded as she followed him through the door. That sounded like sound advice to her, though – hadn't he just said not to judge something by how it sounds… she screwed up her nose, before shaking the thought. She'd give herself a headache thinking like that. She frowned, puzzled, what was a headache?

She chewed on her lower lip, did that happen often? Did she think or say a word, but not know what it was linked to? She pulled on her lower lip, releasing it from between her teeth as she did so, her puzzled frown deepening as more questions formed as she mulled over that. Questions she didn't have an answer for. Her fingers twitched coming to rest on the cloth of her over the shoulder bag, an itch to peek at her journal forming – to see if she could find anything inside it that'd give her an answer – she couldn't recall seeing anything from her look through it during her morning at the flat she'd woken up in. But then, she hadn't been looking for it either. Before she could reach inside her bag and pull out her journal an announcement came over the speakers, distracting her from her thoughts.

"Shuttles 5 and 6 now docking," the computerised voice announced, "Guests are reminded that Platform One forbids the use of weapons, teleportation and religion. Earth Death is scheduled for 15:39, followed by drinks in the Manchester Suite."

"Guests?" Elissa murmured and glanced at the Time Lord as the two continued along the corridor they'd entered, "There's gonna be guests?"

"Well, yeah!" the Doctor replied, glancing at her.

"Does that mean I'll be meeting more aliens?" she questioned, brows arching curiously.

"Yep!" he nodded, shooting her a grin.

Elissa eyed him curiously, "Will they look like you or…"

"Dunno," the Doctor shrugged, "It depends what kind have been invited."

Elissa blinked, brow furrowing slightly in thought, "What… kind?"

"Yeah, I imagine quite the crowds been invited," he mused before expounding as he took in her questioning expression, "Probably got people coming from all over."

Elissa nodded, before adding curiously, "And they'll all be aliens?"

The Doctor shot her an amused grin, "Yeah."

"Ok," she nodded, before glancing at him curiously once more, "But, what are they all coming here for?"

"This ship we're on," he gestured around at the corridor they where travelling down, "It's… well, it's more an observation deck than anything else," he told her as he came to a stop in front of a door and pointed his sonic at the control panel, "The great and the good are gathering to watch the planet burn."

Elissa frowned at the Time Lord's back, entirely confused, "What on earth for?"

The Doctor glanced over his shoulder at her, "Fun," he stated simply as he pulled the door open and walked through it, entering a large observation gallery.

"Doesn't sound fun to me," Elissa muttered dubiously as she followed him inside, her gaze going about the new room curiously.

"Mind you," the Doctor mused, "When I said the great and the good, what I mean, is the rich," he elaborated.

"And, the rich wanna see the planet burn?" Elissa questioned.

"Yep – expect they'll make a grand old party of it," the Doctor answered, glancing at her at her again, taking in her dubious expression.

Elissa shook her head, "Still doesn't sound fun to me," she muttered, before she shook her head, what did she know? Maybe it was the height of all things fun to watch a planet burn. She glanced out the window, her gaze going to the planet, "When you say 'burn' is that the sun expanding thing?"

"That's right," he nodded, his eyes on her as she stared down at the planet.

Elissa gave a nod, brow furrowed as she let her gaze rove over the side of the planet they where facing, "I don't know what that means," she murmured after a moment, her fingers reaching out to touch the thick glass of the window.

The Doctor shifted beside her, "Basically, the sun is growing, expanding as it burns hydrogen at its core turning it into helium," Elissa looked at him, "Those are gasses," he tacked on at her questioning look, tugging at his ear briefly as he forcefully swallowed down the urge to go into greater detail, "Eventually," he carried on, "It'll get too big, grow too hot for the Earth to survive. Hence, the planet will burn."

"Oh…" Elissa murmured lowly, turning his brief explanation over in her mind, absorbing it as best she could.

"This all takes millions of years," the Doctor added as he tore his gaze from Elissa to look at the planet, "But the planet is now property of the National Trust," and Elissa found her gaze going to him again, confused all over again, "They've been keeping it preserved," he explained and as Elissa continued to stare at him with a still mildly quizzical expression. He turned his gaze out the window again peering through it intently, "See down there," he pointed, "Those tiny little lights?" he prompted as Elissa looked out the window in the direction he was pointing.

"Yeah," She nodded after a short moment, "I see them."

"They're gravity satellites," he explained, glancing at her again as he expounded, "They're holding back the sun."

"And, that's gravity doing that?"

"Gravity is what's keeping you from floating up to the ceiling," the Doctor replied, shooting her a grin, "So, yes."

"Oh!" Elissa looked down at her feet, nodding to herself as she mumbled, she hadn't even been wondering why her feet stayed on the ground. It was just something that they did, "Right."

The Doctor couldn't help the small amused snigger that escaped him as he observed her reaction.

Elissa looked up at the sound, "Glad to be amusing," she muttered dryly before looking away her arms crossing as she stared out the window at the planet again. Her lower lip jutting out in a pout. It was hardly her fault she didn't know things that everyone else did. It wasn't like she forgot on purpose. It wasn't a choice! If she could remember she would.

The Doctor coughed lowly, and did his best to arrange his features into a contrite expression, "The uh, the continents – those are the landmasses – shifted you know."

"…" Elissa glanced at him, eyeing him up for a moment, wondering if he was poking fun at her, "No, how would I?"

The Doctor winced a little as he eyed her out of the corner of his eye. Had he made her sulky? He hadn't meant to put her in a mood, he'd just found it… endearing. Her wonder at the little things he took for granted. He tugged at his ear as he shifted his gaze back to the planet, "Well, they do. They shifted about the face of the Earth. It should look a fair bit different, but you see the Trust shifted them back. So, that's a classic Earth you're looking at," he glanced at her, "The one you've spent your entire life living on."

Elissa glanced at him again, her pout disappearing as curiosity took hold again, "Why'd they do that?"

"Nostalgia," the Doctor shrugged, grinning at the seeming lightening of her mood once more, "And they had money to burn. But the money's run out now, so nature takes over!"

"So…" Elissa murmured after a beat of silence, her gaze on the planet, "How much longer until…?" she trailed and looked at him.

The Doctor glanced at his watch again, "About half an hour," he replied, grinning, "And then the planet gets roasted."

Elissa shot him a look, pulling an unimpressed face at his description of what was going to happen within half an hour. She turned away from him, gaze going back out the window and to the planet she called home, "It's sad," she murmured after a moment, "It's so beautiful – it doesn't look like it's about to burn."

The Doctor sighed lowly, his expression turning a bit sombre as he stared at the young woman, a hint of regret hitting him that he'd thought to take her here, "Everything has it's time, Elissa," he murmured his tone softer, "The Earth's time is up. That's the nature of well, nature."

Elissa was silent another moment, before she tore her gaze from the planet she called home again to look at him, "What about those living on the planet?"

"There isn't any," the Doctor replied with a shake of his head, "They're all gone. No one's left down there."

"Will," Elissa swallowed, "Will any of the guests be human, do you think?"

The Doctor shook his head, "Dunno," he shrugged, "Could be or it might just be you. One human to see the planet off."

"Sounds lonely," Elissa murmured as she turned back to the planet.

"It is," the Doctor quietly acknowledged, his voice barely above a whisper, his eyes haunted for a moment as memories of his own planets last moments rose to the surface.

Elissa glanced at him, her ears twitching slightly as they caught the soft whisper, catching the haunted look in his eyes briefly before the Time Lord blinked leaving her wondering if she'd imagined it. The haunted look disappearing like it hadn't been there at all as he beamed a wide grin at her.

"Who the hell are you?" the sudden voice made Elissa just about jump out of her skin as she and the Doctor spun around to face the direction it came from. The brunette's eyes widening in surprise at the sight of a man that had bright blue skin that was striding towards them rather purposefully.

"Oh! That's nice, thanks," the Doctor grumbled at the less than pleasant greeting.

"But how did you get in?" the Steward demanded as he came to a stop before them, "This is a maximum hospitality zone. The guests have disembarked!" he exclaimed somewhat panicked at their presence, "They're on their way any second now!" he ranted, already feeling the phantom pain of the headache, this disturbance would cause.

"That's me, I'm a guest, look!" the Doctor assured as he reached inside one of his jacket pockets ignoring the surprised look Elissa was giving him in response, "I've got an invitation," he stated as he pulled out a small black leather wallet, flipping it open and flashing it at the Steward, "Look, there you see? It's fine, see?" he continued as the Steward peered at it, "The Doctor plus one. I'm the Doctor, this is," he pointed to his companion, "Elissa Brady. She's my plus one. Is that alright?" he asked as the Steward continued to stare at the 'invitation'.

"Well…" the Steward slowly looked up from the wallet, a bit nonplussed, he'd thought he had a couple more moments at least before their arrival, "Obviously," he stated still a little thrown before pulling himself together, whilst the Doctor grinned, "Apologies, et cetera. If you're on board, we'd better start. Enjoy," he bid them and upon receiving a nod from the Doctor turned and walked back over to his station.

"The paper's slightly psychic," the Doctor explained as he showed Elissa the paper inside the little black wallet, "It shows them whatever I want them to see. Saves a lot of time."

"But…" Elissa frowned as she eyed it, "It's blank."

The Doctor blinked in surprise and peered down at the paper himself before looking back at Elissa, eyeing her consideringly.

Elissa blinked at his look, "What?"

"Nothing," the Doctor denied tugging at his ear, "It's just not very often that I come across someone who can't be fooled by the paper. Unless you're a genius," he eyed her again a bit speculatively, "Are you a genius."

Elissa pulled her gaze that had travelled with wonder to the blue skinned man to look at the Doctor, brows quirked at him, "I dunno – don't think so…"

"Right…" the Doctor muttered, eyeing her again as he flipped the wallet closed and slipped it back into the pocket he'd pulled it out of as he continued, "What is it?" he questioned as she stared straight ahead of them.

"Nothing," Elissa mumbled, then glanced at the blue man and then back at the Doctor, "Just… he's blue," she whispered with wonder.

The Doctor grinned amused, "Yeah."

Elissa nodded, smiling, "Ok."

"We have in attendance the Doctor and Elissa Brady. Thank you!" the steward announced unaware or perhaps choosing to ignore the attention he'd unwittingly drawn, "All staff to their positions," he ordered with a clap of his hands and a lot of small blue aliens dressed in black scurried about to start attending to their duties.

Elissa's gaze darting after them. They were all blue! She smiled teeth sinking into her lower lip, blue and really small!

"Hurry now! Thank you, as quick as you can! Come along, come along!" the Steward continued urging them along a bit impatiently, before straightening slightly as he spoke into his microphone again, "And now, might I introduce the next honoured guest, representing the forest of Cheem, we have Trees. Namely, Jabe, Lute and Coffa," he introduced as the doors opened and the three aforementioned Trees stepped out into the Manchester Suite of the observation deck, all dignified elegance.

Elissa stared helplessly, her eyes rivetted and lips slightly parted in an awed gape as she watched the three elegant trees. Beside her the Doctor glanced at her and grinned, before sniggering lightly at her reaction.

Hearing him, Elissa glanced at him her eyes wide with her continued wonderment, "They're trees!" she breathed.

The Doctor's amused grinned widened as he nodded his agreement.

"There will be an exchange of gifts representing peace. If you can keep the room circulating, thank you," the Steward continued with his introductions, "Next, from the solicitors Jolco and Jolco, the Moxx of Balhoon."

Elissa tore her gaze from the blue alien that was mostly head and body as he glided into the room on top of a machine, to look at the Doctor curiously, "Are a lot of aliens blue?"

"Some," the Doctor murmured, grinning with amusement as her gaze travelled back to the alien atop his transport pod, "Though not that many."

"And next, from Financial Family Seven," the Steward announced and Elissa gaze was drawn back towards the doors, "We have the Adherents of the Repeated Meme," and a group of bipeds dressed in black robes, hoods obscuring their faces and a gold chain draped over their shoulders walked into a room.

"The inventors of Hypo-slip Travel Systems, the brothers Hop Plyeen. Thank you!" and Elissa's eyes widened with surprise as a couple of fur clad reptilians entered, "Cal 'Spark Plug'," the Steward announced and two more walked in these clad in long robes and domed hoods over their heads, "Mr and Mrs Pakoo," and two more aliens entered the Suite these ones dressed in black and with heads like birds, "The Ambassadors from the City State of Binding Light," the Steward carried on with his introductions as Elissa's wide eyed gaze followed the bird-headed aliens, her lips parted in a wider astounded gape now.

Beside her the Doctor chuckled quietly again, enjoying her reactions to each new alien as they entered, "Told you," he murmured softly drawing Elissa's gaze to him again, "Aliens from all over the universe."

Elissa nodded mutely, her gaze going back to the guests, going from one to another now, they were all so different! She'd had no idea! Not even when the Doctor had said that they'd be from all over she hadn't thought of anything like this!

The Doctor sniggered quietly under his breath again, endlessly amused. His companion's first trip was always his favourite. His sniggering broke off as both his and Elissa's attention were drawn to the three trees as they approached.

"The Gift of Peace," Jabe murmured as they came to a stop before them, taking a cutting from one of the trays, "I bring you a cutting of my Grandfather."

"Thank you!" the Doctor replied as he accepted the gift, immediately handing it off to Elissa, who tore her gaze from the trees to look at the small cutting, "Yes, gifts… erm…" the Time Lord floundered a bit, clearing his throat as he started to feel about his jacket pockets for something that he could give in return, only to come up empty, "I give you in return," he began thinking rapidly, Elissa's gaze going to him curiously wondering what he was going to give, "Air from my lungs," he came up with, before he took a breath and blew it gently onto Jabe's face.

The beautiful Tree closed her eyes in response to the soft gust of air. She opened her eyes, "How…" she smiled softly, "Intimate."

"There's more where that came from," the Doctor responded flirtatiously.

"I bet there is…" Jabe flirted back, before she turned and moved along to present her gift to the next guest.

Elissa blinked at the Doctor, "Air from your lungs?" she muttered quizzically drawing his gaze, "That's a gift?"

"Depends on your company," he replied with a grin, "Among your lot back in the 21st century – no. Among this lot – yep!"

"…Oh," Elissa murmured.

"Besides, I didn't actually think to bring anything with me for gift giving," the Doctor muttered, "It was either air from my lungs or nothing," he shrugged and tugged gently on his ear as he commented, "That's the only problem with spur of the moment trips."

Elissa frowned, "Spur of the moment?"

"Without advance preparation," the Doctor explained.

Elissa blinked and looked away from him, brow slightly furrowed, a small part of her thinking that she might have actually known that now that he'd explained. Did that happen often too? She couldn't help but wonder but the feeling was fleeting and she was distracted from pondering on it further as the Steward's next announcement drew her attention.

"From the Silver Devastation," the Steward announced, Elissa's eyes went to the doors again with curiosity, "The sponsor of the main event, please welcome the Face of Boe," the doors opened again and a huge head in an equally large glass case that only just fit through the double doors wheeled itself into the Suite.

Elissa blinked once, twice, three times, stunned by what she was seeing, her gaze following the large face that had entered the Manchester Suite. Beside her, the Doctor sniggered with amusement once more as he glanced at his companion.

"The Moxx of Balhoon," the Doctor greeted, and Elissa tore her gaze away from the large head her attention drawn to the fact that the blue alien on the transportation device had approached them whilst she'd been distracted.

"My felicitations on this historical happenstance. I give you the gift of bodily saliva," he replied before he spit with accuracy at Elissa, making the brunette jerk in surprise as it hit her eye.

The Doctor laughed, whilst Elissa stood stock still unsure how to react, disgust filling her at the feeling of the spit on her face, "Thank you very much," he responded still chuckling as the Moxx of Balhoon glided away, whilst Elissa grimaced. Her eyes closed as she reached blindly into her over the shoulder bag feeling around until she grabbed hold of a tissue, she'd recalled spotting in their earlier that day back in the 21st century and used it to wipe at her face.

"Eck!" she grimaced as she wiped on last time at her face and lowered the tissue, still feeling the sensation of the spit lingering on her skin. She shot the Doctor an unimpressed look as she heard his low amused sniggering and got an unrepentant grin from the Time Lord.

"Ah!" the Doctor exclaimed he turned his gaze from his companion as the blacked robed group approached them, "The Adherents of the Repeated Meme. I bring you air from my lungs," he breathed heavily over the group.

"A gift of peace in good faith," one of the Adherents spoke, his voice grave as he lifted an arm, a metallic hand holding out a large silver egg.

The Doctor took the proffered egg and tossed it into the air, catching it, before he passed it over to Elissa who blinked down at it with curiosity, before her gaze was drawn back to the Steward as his voice came over the microphone again.

"And last, but not least, our very special guest. Ladies and Gentlemen, and Trees and Multi-forms. Consider the Earth below. In memory of this dying world, we call forth The Last Human," the Steward announced.

The doors swung open and the Doctor couldn't help but glance at Elissa again to take in her reaction and was happy to not be disappointed in the slightest as the small brunette stared with bewilderment at the skin that was stretched over the bars of a metal frame that had come rolling in through the doors.

"The Lady Cassandra O'Brien Dot Delta Seventeen," the Steward introduced her.

Elissa tore her gaze from the stretched-out skin to glance at the Doctor baffled, "I thought he said human?" she whispered.

"He did – and she is," the Doctor replied, sniggering lowly once more as Elissa shook her head in incomprehension as her gaze returned to the creature that had entered the Manchester Suite with two people on either side of her dressed in white from head to toe.

"Oh, now, don't stare. I know, I know it's shocking, isn't it? I've had my chin completely taken away and look at the difference! Look how thin I am," Cassandra twittered, enjoying the spotlight.

The Doctor laughed silently, but heartily. He looked at Elissa again, feeling her gaze on him again, "Surgery," he murmured to her inquisitive look, before he turned his gaze back to Cassandra, "And lots of it from the look of her."

"You mean -," Elissa began a little hesitantly, glancing from the Doctor to Cassandra and back again with confusion, "She wanted to look like that?"

"Thin and dainty! I don't look a day over two thousand," Cassandra continued inadvertently answering Elissa's question, "Moisturize me, moisturize me," she demanded of her attendants and received a light misting spray to her face, "Truly, I am The Last Human."

Elissa blanched, her stomach twisting sickeningly as she stared at the stretched-out piece of skin latched to the frame. That truly looked nothing like the human she claimed to be – nothing but a bit of skin…

"My father was a Texan. My mother was from the Artic Desert. They were born on the Earth and were the last to be buried in its soil. I have come to honour them and…" Cassandra sniffed, "Say goodbye. Oh, no tears," and one of her attendants wiped her eyes for her. Elissa placed a hand over her stomach trying to will away the sickening feeling that only seemed to grow at the fact that the woman needed assistance to wipe away her tears, "No tears. I'm sorry. But behold!" she exclaimed as if she hadn't been crying just a moment ago, "I bring gifts. From Earth itself, the last remaining ostrich egg. Legend says," she continued as one of the small blue members of the staff came in carrying the egg, displaying it to the room, "It had a wingspan of 50 feet and blew fire from its nostrils. Or was that my third husband?" Cassandra joked as Elissa's eyes widened with alarm at the description she'd given, "Oh, don't laugh," Cassandra pleaded merrily, "I'll get laughter lines!" she chuckled at herself.

Elissa turned to the Doctor as Cassandra mumbled to herself, "There's an animal like that?!" she asked.

The Doctor's silent hearty laughter, got harder and he grinned with helpless amusement, "If there is it doesn't call Earth home," he sniggered helplessly, before clearing his throat and attempting to keep a straight face as Elissa stared at him with a furrowed brow, "And it's certainly not called an ostrich."

"And here, another rarity," Cassandra informed them as an attendant rolled in her second gift, "According to the archives, this was called an ipod."

"A what?" Elissa asked with a frown.

"It's not an ipod, so don't worry about it," the Doctor replied.

Elissa glanced at the strange box again, "What is it then?"

"A jukebox."

Elissa blinked but nodded, she had no idea what that was either, but didn't bother trying to ask as the Doctor snickered again lowly.

"It stores classical music from humanity's greatest composers," Cassandra continued.

"Oh," the Doctor grinned drawing Elissa's gaze to him again, her brows quirked in question, "She got that right – mostly."

"Play on!" Cassandra cried and one of the attendants pressed a button, selecting a track at random and a record fell into place before the strains of Tainted Love by Soft Cell started playing through the suite.

Elissa blinked as the Doctor started bopping appreciatively to the beat, before her gaze swept over the Suite again. Landing on the stretched-out piece of skin calling itself the Last Human. She swallowed thickly. The sickening feeling in her stomach increasing as she watched the lips move and the eyes blink, creasing slightly in the corners of the otherwise featureless entirely flat surface. The attendants on either side of her, moisturising cannisters in hand to use the moment they were bid too.

"Refreshments will now be served," the Steward announced over the music, "Earth Death in 30 minutes."

Elissa pursed her lips, the sickening feeling rising uncomfortably, clawing at her as her heart beat uncomfortably against her ribcage. She glanced about the room again, the Doctor still bopping appreciatively, the other guests mingling like it was completely normal for a human to be just a bit of skin and nothing more. She sucked in a shaky breath, before she pivoted on her heel and ran for the doors – needing to get away.

The Doctor stopped bopping to the music as he caught Elissa's movement out of the corner of his eye. He turned to see her running for the door and swiftly moved to follow after her as she swiftly disappeared through them.

"Doctor?" Jabe called as she approached him a device clasped between her hands, making him pause as he turned to look at her in silent question. Jabe raised the device in her hands, a flash going off as it snapped a picture, "Thank you," she murmured and stared after the Doctor a moment as he hurried on, running through the doors after the brunette he'd been standing with. She turned away from the doors, her eyes going to the rectangular device in her hands. Whilst a short distance away the Adherents of the Repeated Meme approached the Steward as he looked through the events itinerary.

"A gift of peace in all good faith," one of them spoke, extending a metallic hand towards the Steward as he turned to see the round silver egg being offered to him.

"No," the Steward shook his head, "You're very kind," he assured trying to politely decline, "But I'm just the Steward."

"A gift of peace in all good faith," the Ardent repeated, not lowering its arm.

"Oh, yes," the Steward murmured a bit perplexed but unwilling to upset a guest, "Thank you," he took the egg, "Of course."

Jabe came to a stop as her small computer device twittered at her, "Identify species," she tried again, "Please identify species," she insisted only for it to twitter at her again and she frowned, "Now stop it," she told it, "Identify his race. Where's he from?" she stared waiting as her computer reluctantly brought up the information and her eyes widened in stunned disbelief, "It's impossible," she breathed, before she looked up clutching her small computer device and started walking again. Her steps hurried as one of the silver metal eggs that had been placed on a display shelf for safe keeping twitched slightly, before a previously invisible seam spilt open and a silver metal robotic spider with a red eye climbed out, glancing about, orientating itself, before scurrying away before any of the guests in the Suite could spot it.

*O*O*O*

Elissa came to a stop, breaths coming a bit heavily and stomach still churning a bit uneasily. She glanced around the unfamiliar corridor she'd ended up in. Her gaze caught on a fiery golden light coming from a rectangular window in a room to her left and she turned towards it, walking into the small room and coming to a stop before it. Her arms crossing as she stared out the window at the raging sun that would soon burn the planet she lived on. She turned her head at the sound of steps, her gaze landing on a bright blue-skinned woman as she paused in the doorway at the sight of her standing in front of the window.

"Oh," Elissa murmured, turning more fully from the window and smiled at the woman, who was staring at her, "Um… hi. Uh," she blinked as the woman stared at her some more, "Sorry, is something wrong?"

The woman glanced about uneasily, checking to see if they were really alone, before turning her gaze back to her, "You have to give us permission to talk."

"Uh, what?" Elissa frowned with confusion, what was she on about permission to talk? The blue-skinned woman stared at her expectantly, "Um, alright… permission given?" she tried and got a pleased beaming grin from the woman.

"Oh, thank you!" she said gratefully, "And, no," she shook her head, "Nothing's wrong I just wasn't expecting anyone in here," she smiled sheepishly, "Sorry to stare."

"Oh," Elissa murmured glancing back to the sun before turning back to the woman who'd started over to the wall, "Should I not be in here or something?"

"No," the woman assured looking over her shoulder at her, "You're fine. Guests are allowed anywhere."

"Ok," Elissa murmured and turned back to the raging sun, her teeth sinking into her lower lip as she watched it.

"Forgive me miss," the woman spoke again, eyeing the brunette with mild concern and Elissa turned her gaze from the sun to look at her questioningly, "But, is everything alright?"

Elissa smiled, one of her hands clenching over the top of her over the shoulder bag, her thoughts going to her journal wondering how much longer she had before everything she'd experienced and seen that day was gone like it'd never happened, "Yeah," she smiled at her, "Just thinking," she assured.

The woman nodded and turned back to the panel in the wall and punched in a code with sure fingers, unlocking it.

Elissa shifted away from the window, turning her thoughts from her memory problems, "What's your name?"

"Raffalo," the woman replied.

"Raffalo?" Elissa repeated.

Raffalo glanced over her shoulder again with a small smile and a nod, "Yes, miss."

"Elissa," the brunette supplied.

Raffalo stared a moment completely taken aback, before she beamed a wide happy grin that was all teeth, "I won't be long," she forced herself to turn back to the open panel in the wall, "I've just got to carry out some maintenance," she explained, kneeling in front of the air vent that she needed to get into, "There's a tiny little glitch in the Face of Boe's suite. There must be something blocking the system. He's not getting any hot water."

"Sounds um…" Elissa hesitated searching for a descriptive word, "Troublesome?" she offered after a beat.

"Not really," Raffalo replied easily, still beaming from ear to ear, rather enjoying the fact that she'd actually been given permission to talk by a guest. A guest that had even introduced herself, "I'll have it fixed in a jiffy. Once I find the cause of the blockage."

"So, you're a, um…" Elissa trailed.

Raffalo grinned, "A plumber, miss."

Elissa nodded, "…Right. And they fix the hot water."

Raffalo nodded, "Among other things, miss."

"Are – Are you from somewhere nearby?" Elissa asked curiously.

"I'm from Crespallion," Raffalo replied, "Which isn't all that near to here. Pretty far actually."

"Oh…" Elissa gave another nod, before curiosity had her asking another question, "Crespallion – is that a planet?"

"No," Raffalo smiled, "Crespallion's part of the Jaggit Brocade, affiliated to the Scarlet Junction, Convex 56," she explained, Elissa blinked rapidly having no clue what any of those places where but still nodded and smiled at the cheerful woman, "And where are you from, miss?" Raffalo questioned just as curiously, encouraged by the friendly if slightly bewildered smile on the brunette's face, "If you don't mind me asking."

"No, I don't mind," Elissa murmured, "I'm pretty far from home myself – or at least it feels like I am. Just sort of made a spur of the moment decision to hitch a lift with this man. Didn't put to much thought into it really."

"Sounds like you trust him," Raffalo offered.

Elissa shook her head, "Barely know him," she shrugged, "He's a complete stranger – but then, so's everyone really."

Everyone in her life felt like a complete stranger to her whether they were or not. Rose, who called every morning according to her journal and introduced herself as her best friend. And Mickey who she'd left sitting alone in an alley somewhere to join the Doctor in his time machine without a backwards glance. Rose's mum too, who apparently always invited her to have dinner with them. She didn't know them, not one of them. She just had a small snap shot from what she'd managed to look through of her current journal and that didn't tell her what they were like. Just what they'd done – things she couldn't remember doing.

Her gaze refocused on Raffalo, who was staring at her with confusion and some concern. She smiled and attempted to shake off her morose thoughts, "Anyway, I should let you find that blockage. I'm sure the Face of Boe would like to have hot water," she gave Raffalo a parting smile and turned to leave.

"Thank you, miss," Raffalo called after her, "And, uh," Elissa paused and turned her head to look at her again, "Thank you," the brunette's expression turned confused, "For the permission," Raffalo explained, "Not many people are that considerate."

"Oh, anytime," Elissa smiled, "Bye," she said in farewell, before turning and starting from the room again, stepping back out into the corridor as Raffalo turned back to the air vent she'd opened before she'd gotten talking.

"Now then," Raffalo murmured as she peered into the vent, "Control," she spoke into a small comm attached to her collar, "I'm at Junction 19 and I think the problem's coming from in here. I'll go inside and have a look," she paused as a small tapping sound of metal against metal came from deeper inside the vent, "What's that?" she frowned, "Is something in there?" she called into the vent. A moment later Raffalo blinked as a small metal robotic spider with a red eye appeared at the end of the shaft.

"Oh!" she exclaimed with surprise her expression lightening at the tiny thing, "Who are you, then?" she asked it only for it to turn and scuttle away as if scared, "Hold on!" she called after it, "I…" she started shifting into the vent, "If you're an upgrade I just need to register you, that's all!" she tried to assure it as she manoeuvred herself along the shaft, "Oh, come back," she pleaded a second before a red light illuminated her face, "Ah," she beamed as the little spider came back into sight, "There you are. Now, I just need to register your ident," she paused as a second spider joined the first, "Oh, there's two of you! Got yourself a little mate," she giggled, "I think I better report this to Control," she mused eyeing them as a third and then a forth joined the first two and she paused suddenly a bit concerned, "What are you?" more metal spiders scurried up, "Oh, no. No. Nooooo!" she screamed as she was dragged head first along the vent.

*O*O*O*

"Elissa?" the Doctor called as he poked his head into a room, casting his gaze about the space before continuing on down the corridor he was in. He poked his head into another room, calling for the brunette.

He frowned at the empty room, before continuing on along the corridor, tugging on his ear with concern.

Where had she gotten off to so fast?

"Would the owner of the blue box," the Time Lord paused in his stride at that, his head tilting as he listened, "In private gallery 15 please report to the Steward's office immediately," the announcement over the loudspeakers continued as the Doctor huffed out a breath and turned on his heel, heading back the way he'd come, "Guests are reminded that use of teleportation devices is strictly forbidden under Peace Treaty 5.4/cup/16. Thank you."

Just what he needed, the staff trying to get handsy with his Tardis whilst he had an overwhelmed companion to find.

*O*O*O*

"Yep," Elissa sighed as she entered a room, having thought it to be the Manchester Suite. She peered about the room that looked a lot like the one she'd entered when she'd stepped out of the Tardis, "I'm lost…"

She stepped a bit further into the room and sank down on the top step. She stared at the round metal ball that had been given as a gift of peace by the Adherents of the Repeated Meme, before she sighed out another low breath and set it down. Her gaze going to the window and the view of planet Earth it gave. The brunette feeling rather lost and alone in that moment as she stared at the planet.

"Earth Death in 25 minutes," the computerised voice announced and Elissa glanced up in direction it was coming from, "Earth Death in 25 minutes."

"Thanks," she muttered lowly, "Really needed that reminder," her gaze went back to the window and the planet beyond, "Well – at least I've got a good view," she pulled a bit of a face not sure she wanted a good view.

"S'pose I could start making some notes…" Elissa mused after a moment of silence and she shifted slightly so that she could easier reach into her bag and pulled out her journal and grabbed a pen. She settled the journal on her lap and flipped it open, riffling through the pages until she reached her last entry. The one that had made her wonder if she'd been going a bit mad or trying to play some kind of joke…

She placed the pen between her teeth and lifted the helpful to do list stabled to the top of the page with one hand whilst leaning back on the other, her eyes going over what she'd hastily written – she had so much to write.

And no idea where to even start.

Behind her, the metal egg she'd set down and forgotten about, twitched before a metal spider broke free of it.

*O*O*O*

"Oi, now," the Doctor harrumphed, frowning a bit as he watched a group of the little blue members of staff wheel his Tardis away, "Careful with that. Park it properly. No scratches," he warned. If he saw one scratch on her… the rather irked thought at having to witness his Tardis being manhandled broke off as one of the little blue people turned to him. It gave a little squeak as it handed a little ticket over to him.

The Doctor glanced down at it, 'Have A Nice Day' he looked up staring after the little blue staff member with incredulity, before he shook his head and turned away just as a few metal spiders scuttled up the wall.

"Right," the Time Lord muttered to himself as he walked towards a door intent on continuing his search for Elissa, "Let's try through here."

*O*O*O*

Elissa sighed out a defeated breath, completely unaware of the metal spider that was currently scanning the hand that she was resting her weight on. She shifted, lifting her hand from the floor making the spider scuttle back a step eyeing her cautiously. She flicked her journal shut with nothing written on the fresh page she'd turned too. The brunette giving up for the moment on trying to think of what to write – how to explain it so that she'd have the most chance of believing it after she'd forgotten again.

"Elissa?" she heard the Doctor's voice call from close by as she shoved her journal back into her bag. Behind her the metal spider turned and scuttled away, "Are you in there?" the Time Lord asked as she dropped her pen into the bag too. He entered the room and grinned at seeing her sitting on the step and started over to her, "Aye, aye. What do you think, then?" he asked as he settled himself comfortably on the step beside her.

"I think, I've got no way of describing any of this without sounding insane," Elissa replied after a short beat of silence, "What with the slightly psychic paper and aliens from all over," she gestured with an arm and the Doctor grinned, "And the stretched out skin calling itself the Last Human –," she turned to the Time Lord wide-eyed, "She didn't even have fingers!" she felt a shiver run down her spine, "Or-or anything!"

The Doctor sniggered with amusement, still grinning widely, "Good thing I didn't take you to the Deep South."

Elissa blinked, opening her mouth closing it, then opening it again a question on the tip of her tongue, "Nope," she muttered after a moment shaking her head, "Not gonna ask," she decided, she rather not know right now – not if the 'Deep South' was more unnerving than a thin bit of skin being all that remained of the Human Race.

"Ah, it's not so bad," the Doctor assured and Elissa turned her head to look at him again to see him grinning still, "The aliens are just a bit more – colourful," his grin faded slightly, "Cassandra's not the last, you know. There's lots of humans out there, all across the universe."

Elissa frowned, "Then why'd she call herself the last, then?"

The Doctor shrugged, "You'd have to ask her that," he replied and then grinned in amusement as Elissa scrunched her nose up disquietedly at the thought of getting close enough to the skin to ask a question.

"So…" Elissa spoke again after a moment, her scrunched up nose smoothing out as curiosity took hold once more as she eyed the Time Lord, "Where are you from?"

The Doctor shrugged with as much nonchalance as he could muster at the question, "All over the place," he replied evasively, before he turned his eyes away from her to look out the window at the Earth, hoping that the curious brunette wouldn't press further. He didn't want to think about his home. Let alone try to talk about it.

Elissa's brows rose in surprise and she blinked, "There's a planet out there called 'All Over The Place'?"

The Doctor snorted out a short laugh, his gaze going back to her, blue eyes amused as he continued to chortle lightly, "No. Well," he amended after a beat, "Might be – somewhere. It's a big old universe, you know."

"Nope," Elissa shook her head, "I hadn't a clue," she remarked, before looking away from him her gaze landing on the Earth, "It's funny – all those aliens look so different and yet they all speak the same way I do."

"No, they don't," the Doctor replied and Elissa turned her gaze to him again curiously, "You just hear English."

Elissa frowned slightly.

"It's a gift of the Tardis," the Doctor expounded, "The telepathic field, gets inside your brain and translates so you can understand."

"Telepathic field…?" Elissa murmured slowly; brow still slightly furrowed.

"Yep. Makes it so every language you hear is one you understand. So, in your case English!" the Doctor grinned.

"Right," Elissa muttered, she'd gotten that – hadn't fully understood some of the words but she'd gotten the gist, "And… this telepathic field is inside my brain – right now?"

"Well, yeah!" the Doctor exclaimed, before tacking on in an attempt to reassure as Elissa continued to frown, "In a good way."

"Well, alright then," Elissa murmured.

The Doctor blinked, eyeing her with mild surprise, "That's it?"

"Yeah," Elissa shrugged, "Didn't even know it was there until you said something," she looked away and she'd forget again soon enough. No point getting worked up, "So," she started again, turning her mind from her thoughts and the journal that was waiting in her bag for her to fill more of its pages, "What kind of alien comes from 'All Over the Place'?"

"Told you, it's not a planet," the Doctor huffed, before he sighed and sat up as she continued to stare at him, "I'm just the Doctor, Elissa."

Elissa stared at him a moment longer before looking a way with a nod, that sense of loneliness settling in a little deeper as her gaze returned to the planet, "Ok," she murmured, taking the less than subtle hint.

The Doctor sighed tugging at his ear briefly as he looked at her from the corner of his eye, "It's not like you'd know where it is."

"True," Elissa nodded and then shook her head, "Doesn't matter," she murmured, she'd have forgotten come tomorrow anyway, "I was just curious," she smiled, "Don't really know much about you," or anyone for that matter, her brain unhelpfully tacked on making her grimace slightly as she looked out towards the planet again.

"Oi," the Doctor nudged her lightly, drawing her gaze back to him and he grinned at her, "I don't know much of anything about you either!"

"Yeah…" Elissa nodded and turned her gaze back out the window as she continued in a low murmur, "Two strangers together at the end of the world."

"Earth Death in 20 minutes," the computerized voice announced and the Time Lord's smile faded as Elissa stood and started over to the window as the announcement continued, "Earth Death in 20 minutes."

The Doctor slowly stood, eyeing Elissa's turned back as he walked over to her, quietly coming up beside her.

"I'm still finding it difficult to believe it's gonna end," Elissa murmured, her gaze still on the Earth. An Earth that looked fine – perfect to her eyes.

"Regret coming?" the Doctor asked glancing at her.

Elissa shook her head, "No…" she swallowed tearing her gaze from the planet to look at him with troubled and confused eyes, "It just feels so far away," she glanced at him, eyes quizzical, "Is that a thing?"

The Doctor nodded solemnly, "Yeah. It is," he took a breath and then smiled as he turned to face her, "Tell you what," he held out a hand, "Hand me your phone."

Elissa blinked, "My phone?"

"Yeah, phone – give me," he demanded and wiggled his fingers at her in a silent bid to get a move on about it.

"Don't see why you want it," Elissa muttered as she dug a hand into her bag, searching about its contents for her phone.

"Well, I thought you might like to phone home – but if you'd rather not…" the Doctor trailed off.

Elissa blinked, stunned, "You can do that?" she asked as she went back to searching, her hand closing about her mobile, "Phone home from the end of the world?" she questioned as she pulled her phone out and handed it to him.

"With a little jiggery pokery," the Doctor replied as he took apart the phone he'd been handed with ease.

"Jiggery pokery?" Elissa questioned.

The Doctor grinned at her, "Yep!"

Elissa eyed him, "Did you – did you just make that up?"

"No," the Doctor denied as he continued to fiddle with the phone in his hand, "It's a very technical term jiggery pokery," he glanced up at her again, blue eyes amused as he gave her another wide grin, "Covers a wide range of topics and procedures, the old jiggery pokery."

Elissa eyed him a moment longer before shaking her head, "You're having me on," she decided.

"Perhaps a smidge," the Time Lord admitted and Elissa smiled, "But jiggery pokery really is a very helpful blanket term. Oooh," he hummed in the next moment as he slotted a new battery into the phone and closed it back up, "There you go," he handed it back to Elissa who eyed it, lower lip caught between her teeth.

"Well, go on," the Doctor urged after a moment had passed and Elissa still hadn't moved to call anyone, "Give it a go!"

Elissa entered into her phone, blinking at the term 'Universal Roaming Active' that was on the screen, before she pulled up the call log. Her gaze landed on the last call received. She pressed the call button and slowly brought the phone up to her ear as it told her it was 'calling Rose'. She shifted slightly as she heard it ring.

"Hey Lissa!" came the bright response as the blond picked, "This is new," she commented happily as she threw herself down on the couch in the Tyler's living room, "Normally it's me calling you! I take you've read the journal?"

Elissa blinked, "Yeah – course. I was just looking at it…" she murmured and beside her the Doctor eyed her quietly.

"Oh, did you have a question?" Rose asked, "Cos, I can probably answer it."

Elissa frowned, "Do I generally have questions?"

"Sometimes," Rose replied, "Depends what happened the day before."

"Oh, well – don't think I have any questions," Elissa murmured, "Yesterday was Friday, right?"

"It was Tuesday, Lis," Rose told her, "It's Wednesday today."

"Right!" Elissa exclaimed, a little confused, glancing briefly at the Doctor who was still stood beside her, "Course it was."

On the other end of the line, Rose frowned, "You alright? You've been keeping up with your journal, right? Cos that's important."

"Yeah, I have," Elissa assured internally cringing at the fact that she still hadn't written anything yet, "I was just… a little confused."

"Alright," Rose agreed, before she sighed, "I should get back to work my breaks supposed to be over – but I'll stop by after work. We can hang out do girl things."

"Girl things?" Elissa blinked, brows quirking.

"You'll love it! You'll see," Rose assured, "Then we can go back to mine. Have dinner with mum –," the blond trailed and a voice shouted for her in the background, "Alright! I'm coming!" the blond shouted back before speaking into the phone again, "Sorry Lis, boss is calling. Gotta get back to work. But see you tonight, ok?"

Elissa blinked and lowered the phone from her ear as Rose disconnected the call. Beside her the Doctor grinned as he eyed her rather stunned expression, "Think that's amazing, you want to see the bill?"

Elissa eyed him, "What bill?"

"Uh…" the Doctor tugged at his ear, "Never mind."

Elissa turned her gaze back to the phone in her hand, "I really just phoned home from the end of the world…" she murmured trailing off.

"Yep!" the Doctor grinned, before his expression turned s little concerned as he eyed her, "Feeling better?"

Elissa blinked, thinking about it briefly, "Funnily enough – yeah," she nodded and smiled, the lonely feeling she'd been experiencing having subsided greatly, "Though, now I've gotta wonder – what's girl stuff?"

The Doctor shrugged and made to reply only to get diverted as a shudder suddenly ran through the ship, "That's not supposed to happen…" he murmured rather pleased and curious. He turned and started for the door.

Elissa blinked after him before hurrying to follow him out of the room and out into the corridor beyond.

*O*O*O*

"Well, what was it?" the Steward asked Control with growing irritation, "I'm just getting green lights at this end," he informed before he shifted in his office chair slightly and pressed a button for the loudspeaker, "Honoured guests may be reassured that gravity pockets may cause slight turbulence," he announced calmly, "Thank you," he pressed the button again turning it off, "The whole place shook," he grumbled at Control again, "I felt it!" he exclaimed with annoyance, "I've hosted all sorts of events on Platforms One, Three, Six and Fifteen and I've never felt the slightest tremor. I warn you, if this lot decide to sue… I'm going to scan the infrastructure," he decided and pressed a few buttons, before he frowned, "What's that?"

The robotic spider that had broken free of the egg that was sitting forgotten on the Steward's desk scuttled down the wall behind him.

"Control," the Steward spoke again, "I don't want to worry you, but I'm picking up readings…" the computer beeped, "I have no idea! Well… they're small. The scan says they're metal…" the computer beeped again and the Steward frowned frustrated, "I don't know what they look like!" he exclaimed only to pause as movement out of the corner of his eye caught his attention and his gaze went to his desk landing on the small robotic spider with a single red eye as it puttered around on his desk by a mug, "Although, I imagine they might look rather like that…" he muttered, "You're not on the guest list…" the Steward told the spider, "How did you get on board…?"

The spider stared at him almost mockingly, before it lifted a single thin metal leg and brought it down on a yellow button on the control panel.

"No," the Steward breathed, eyes wide.

"Sun filter deactivated," the female computerised voice announced.

"No!" the Steward cried with alarm.

"Sun filter descending," and the room started to fill with light from the ceiling as the filter on the windows truly did start to descend.

"No!" the Steward shouted frantically, "Sun filter up!" he commanded fumbling with buttons on his control panel frantically, "No, no, no!"

"External temperature four thousand degrees."

"Control, respond!" the Steward continued to try, "Sun filter up!" he shouted.

"Sun filter descending," the computerised voice announced again as the Steward was engulfed in the suns bright light and he screamed. Whilst the spider escaped, scurrying out of the office through the air vent.

*O*O*O*

"Indubitably," the Moxx of Balhoon was saying to the Face of Boe as the Doctor and Elissa walked back into the Manchester Suite, "This is the Bad Wolf scenario. I find the inherent laxity of the on-going multiverse…"

"That wasn't a gravity pocket," the Doctor murmured to his companion as he started fiddling with a control panel next to the door, "I know gravity pockets and they don't feel like that," he stated as Jabe who'd noticed them re-enter approached them, his eyes flicking to her briefly, "What do you think, Jabe?" he questioned, "Listened to the engines? They've pitched up about 30 hertz, is that dodgy or what?"

"It's the sound of metal," Jabe replied with a light shrug, eyeing him, "It doesn't make any sense to me."

"Where's the engine room?" the Doctor questioned.

"I don't know… but the maintenance duct is just behind our guest suite," Jabe informed him, "I could show you. And…" she gestured at Elissa, "Your wife."

Elissa blinked, "His what?"

"She not my wife," the Doctor answered.

"Partner?" Jabe questioned.

The Doctor shook his head, "No."

"Concubine?" Jabe tried again and Elissa started to frown as she glanced from the pretty Tree to the Doctor and back again, feeling like she was perhaps, maybe, missing something.

"Nope," the Doctor grinned.

Jabe glanced at Elissa again, looking her over, before turning her gaze back to the Doctor as she guessed, "Prostitute?"

"Nope," Elissa cut in, "Not that either," at least she assumed she wasn't considering she had no idea what that even was and she had an inkling of a feeling that she didn't want to know either.

"She's a friend," the Doctor cut in before Jabe could respond.

Elissa blinked and glanced at him, "I am – we are?"

The Doctor glanced at her in return, "Well, yeah," then frowned slightly as he eyed her, "Why? Don't you want to be?"

"No!" Elissa exclaimed, "I do!" she smiled and nodded as Jabe eyed the two of them with some bemusement, "I'd like that – being friends."

The Doctor nodded, "Good!" he grinned pleased, even as Elissa looked away, pulling at her lower lip gently both rather pleased at that and a little sad. Her journal still empty of an entry for the day – and she had no idea how long she had left before she wouldn't remember that any of this had even happened. Would forget him, again.

"Right then, shall we both off?" the Doctor asked of the two women as he proffered his arms at them.

"Uh," Elissa hesitated, biting her lower lip indecisively for a moment both wanting to take his arm and join the two and stay at the same time – the blank page in her journal playing on her mind, "Actually – I think, I'll stay here," she decided, "If that's ok?" she tacked on as the Doctor's smile faltered and his brow furrowed lightly.

"Yeah," he nodded, eyeing her, "It's fine. Just, are you sure?"

Elissa nodded, "Yeah – might mingle a bit. Possibly work up the nerve to talk to the skin," she grimaced and the Doctor grinned at her again amused, "I mean the Last Human," she corrected herself. 'Think of what I can put in my journal to convince myself I'm not going crazy when I look at it tomorrow,' she silently added, not wanting to get into that with Jabe standing right there, looking at her as she waited patiently for her and the Doctor to finish talking.

"Alright," the Doctor nodded, "Have fun – don't get into trouble," he tacked on before he turned to Jabe and proffered his arm to her once more, "I'm all yours."

Jabe took his arm and the two headed for the door, Elissa watching a little bemused as they stepped back out into the corridor. She shook her head, completely unsure of just what trouble the Doctor thought she'd find, she turned and started slowly across the suite, her eyes roving over the gathered guests.

"Earth Death in 15 minutes," the computerised voice informed them as Elissa's gaze went to the window catching on the view of the Earth again and her steps quickened slightly as she made her way over to it, "Earth Death in 15 minutes."

*O*O*O*

The Doctor and Jabe made their way towards the maintenance corridor. Several metal spiders scurried out of sight behind swags of wiring and piping, just before the door opened and the two stepped inside the rather narrow corridor.

"Who's in charge of Platform One? Is there a Captain or what?" the Doctor asked as they moved along it.

"There's just the Steward and the staff. All the rest is controlled by the metal man," Jabe replied.

"You mean the computer? But who controls that?" he pressed.

"The Corporation," she stated before expounding, "They move Platform One from one artistic event to another."

There was a brief silence as the Doctor considered this, "But there's no one from the Corporation on board?"

"They're not needed," Jabe replied, "This facility is purely automatic. It's the height of Alpha class. Nothing can go wrong."

"Unsinkable?" the Doctor questioned with a bit of a wry smirk as he continued to lead them down the narrow corridor.

"If you like," Jabe nodded her agreement, "The nautical metaphor is appropriate."

"You're telling me," he grinned and got a curious look from Jabe, "I was on board another ship once. They said it was unsinkable… I ended up clinging to an iceberg, it wasn't half cold," he paused in his stride as he turning to look at Jabe, "So, what you're saying is, if we get in trouble there's no one to help us out?"

The Doctor grinned, "Fantastic."

"I don't understand," Jabe murmured with confusion, "In what way is that fantastic?" she stared after him for a moment as he started along the corridor again, before starting after him with a small shake of her head.

Behind them, a metal spider crept out of its hiding place amongst the pipes and wires, its red eye looking after them.

*O*O*O*

Elissa stood at the window, ignoring the sounds of the guests as they mingled about the room around her. Her gaze locked on the Earth, hoping that if she stared at it long enough, somehow, someway she'd remember what it looked like – what it felt like to look out the window and see it there amidst the black sky that was brightened significantly by the fiery golden red glow of the growing sun.

The fresh page in her journal still empty – the brunette still completely unsure what to write, to tell herself…

"Oh, it is a sight, isn't it?" she heard a twittering voice exclaim from nearby and she turned her head, her eyes widening slightly to see Cassandra wheeling herself over to the large observation window she was standing at – coming directly towards her. She looked away again, her lips pursing slightly at the uneasiness she felt churning in her stomach again at the sight of the thin bit of skin latched to the frame, "Soon," Cassandra continued not seeming to need a response from the brunette she'd come up beside, "The sun will blossom into a red giant, and my home will die. That's where I used to live, when I was a little boy, down there. Mummy and Daddy had a little house built into the side of the Los Angeles Crevice," she let out a low sigh that was almost wistful as her mind turned to her childhood memories, "I had such fun."

Elissa blinked at her, wondering why she was telling her this, before she turned her gaze back to the planet and took a breath, "I'd heard," she broke her silence, "That there's lots of humans – all across the universe."

Cassandra sniffed as she glanced at the brunette, "They say mankind has touched every star in the sky."

"So -," Elissa frowned confused as she eyed the piece of skin beside her, taking the opportunity to ask the question she had earlier, "Why do you call yourself 'The Last Human' if there's others out there?"

"I'm the last pure human," Cassandra replied, "The others…" she sniffed again this time with disgusted disdain, her eyes narrowed with it as she continued, "Mingled. Oh, they call themselves 'New Humans' and 'Proto-Humans' and 'Digi-Humans' even 'Human-ish'," she huffed whilst Elissa blinked at her, brow furrowed, "But you know what I call them?" she asked and Elissa shook her head, "Mongrels," Cassandra whispered with disgust.

"Mongrels?" Elissa muttered as she shifted a little uncomfortably at the intensity of disgust in Cassandra's voice.

"Filthy mixed breeds," Cassandra hissed in explanation, her lips pursing with disgust, "Out of them all, I alone kept myself pure."

"Is that what you call having all those surgeries?" Elissa questioned, turning from the window to face her, "Keeping yourself pure?"

"Mere augments," Cassandra waved her off, "It takes work, Elissa. It was Elissa, wasn't it?" the brunette barely had the time to nod before Cassandra was talking again, "It takes a lot of work and effort to look as good as I do. I'll have had a total of 709 operations next week. I'm having my blood bleached," she eyed the brunette, "You know, a bit of cosmetic work wouldn't go a miss for you either. You could be flatter. You've got a little bit of a chin poking out."

Elissa touched her chin, her face rapidly paling at the idea of getting her chin removed like Cassandra had boasted when she'd first entered the Suite, "Pretty sure it's supposed to do that," she muttered weakly – a flare of hurt striking her at the idea that her chin stuck out to much.

"It doesn't hurt, you know," Cassandra went on conversationally, "Barely feel a thing and you can't argue with these results. I've never been thinner."

Elissa visibly blanched, "Nope," she stated flatly her expression sickened, "I'd rather be all chin then be a bit of skin."

"Oh, well," Cassandra huffed rather offended as she eyed the brunette she'd decided to come talk to, "What do you know."

"I know that I like my chin!" Elissa huffed, fingers lifting to touch it again, "And all the other bits that make me human! I'd never want to look like you, Cassandra!" she stated with certainty, eyeing the skin with distaste, "You couldn't pay me enough to make me even consider it!" she turned on her heel and stalked off – wishing vehemently that Cassandra hadn't come over and talked to her as her stomach churned sickeningly with even the idea of turning herself into a bit of skin stretched over a metal frame.

The Adherents of the Repeated Meme shifted, watching the upset brunette walk through the sliding doors and out of the Suite as Cassandra huffed and puffed angrily to herself by the large observation window.

*O*O*O*

"So, tell me, Jabe," the Doctor began conversationally as two carried on down the maintenance duct, the low hanging ceiling forcing them to stoop, "What's a Tree like you doing in a place like this?"

"Respect for the Earth," was her immediate response.

"Oh, come on," he scoffed as he gave her a sceptical look, "Everyone on this Platform's worth zillions."

"Well…" she hedged, before admitting, "Perhaps it's a case of having been seen at the right occasions."

"In case your share prices drop? I know you lot," he remarked, "You've got massive forests everywhere, roots everywhere, and there's always money in land."

"All the same, we respect the Earth as family," she replied, "So many species evolved from that planet. Mankind is only one. I'm another. My ancestors were transplanted from the planet down below, and I'm a direct descendant of the tropical rainforest."

The Doctor stared at Jabe impressed, before he pointed to a control panel, "Excuse me," he murmured as he pulled his sonic screwdriver out of his pocket and began poking at the screen with it.

"And what about your ancestry, Doctor?" she questioned, "Perhaps you could tell a story or two... perhaps a man only enjoys trouble when there's nothing else left..."

The Time Lord remained quiet, his expression going carefully blank.

"I scanned you earlier," Jabe admitted, "The metal machine had trouble identifying your species, refused to admit your existence."

The Doctor fiddled with his sonic, emotion cracking his mask briefly as he fought for control over his emotions.

"And even when it named you, I wouldn't believe it. But it was right," she murmured and the Doctor stopped trying to scan the control panel as he swallowed thickly past the lump in his throat, "I know where you're from," Jabe continued her tone growing hushed with apology and no little awe as she stared at the deeply saddened Time Lord, "Forgive me for intruding, but it's remarkable that you even exist. I just want to say... how sorry I am," she murmured placing her hand on his arm as his eyes filled with tears and one fell down his cheek.

He placed a hand over hers, squeezing briefly before he shook it off as he got back to work, scanning the control panel with his sonic, steadfastly ignoring Jabe as he worked, concentrating on getting himself under control again. He opened the door and the two moved through the door and into a large ventilation chamber.

"Is it me, or is it a bit nippy?" he asked.

*O*O*O*

Elissa stepped through a doorway and into another corridor, her gaze going to the Adherents of the Repeated Meme as they entered at the other end. She offered them a polite smile as they got nearer to each other intending to just walk on by them and continue on her way – to, she wasn't sure where.

Only to crumple to the floor, her world going black, as one of the Meme's swung one of its metal arms at her, cold cocking her.

The Adherent of the Repeated Meme that had cold cocked her, reached down and quietly dragged her out of the corridor and into a room.

*O*O*O*

"Fair do's, though," the Doctor commented appreciatively as he looked around, "That's a great bit of air conditioning. Sort of nice and old fashioned," he grinned, "Bet they call it 'retro'," he turned to a panel, pointing his sonic at it and gave it a quick scan, "Gotcha!" he said triumphantly as the panel fell off and a metal spider fell out and scuttled away across the floor, before scurrying up the wall, "What the hells that?" he exclaimed as the two of them watched it.

"Is it part of the 'retro'?" Jabe asked.

"I don't think so," the Doctor muttered with a frown, "Hold on," he pointed it at the spider only for Jabe to fire a vine at it, immediately disabling it and bringing it to them, "Hey!" the Doctor exclaimed with a grin, "Nice liana!" he complimented as Jabe dropped the disabled spider into his waiting hand.

"Thank you," she murmured blushing a little, "We're not supposed to show them in public," she admitted.

"Don't worry, I won't tell anybody," he promised, before he turned his attention to the motionless robotic spider in his hand, "Now then, who's been bringing their pets on board?" he murmured as he eyed it intently.

"What does it do?" she asked.

"Sabotage," he said solemnly just before the computerized voice made another announcement over the speakers.

"Earth Death in 10 minutes."

"And the temperature's about to rocket. Come on," he urged and the two hurried from the chamber and back along the service corridor and out into the main ship.

"Earth Death in 10 minutes."

*O*O*O*

"The planet's end. Come gather, come gather!" Cassandra urged the guests milling about the Manchester Suite, "Bid farewell to the cradle of civilisation. Let us mourn her with a traditional ballad."

One of the little blue attendants pushed another button on the Jukebox, making another record fall into place and Toxic by Britany Spears blasted from the speakers.

*O*O*O*

The Doctor and Jabe reached a corridor that was filled with smoke, panicked staff members and a wholly unpleasant smell.

"Come on! Get back!" the Doctor ordered the staff so that he could get to the control panel and started scanning it.

"Sun-filter rising. Sun-filter rising."

"Was the steward in there?!" Jabe exclaimed with concern and alarm.

"You can smell him," the Doctor responded solemnly, before he frowned at the control panel, "Hold on, there's another sun filter programmed to descend," he turned from the panel and hurried off down the corridor…

*O*O*O*

Elissa groaned as she came awake, a thumping pain in her head radiating from where she'd been hit, "Oh," she muttered as she sat up, "That's a headache," she groaned tentatively touching the spot, "Makes sense…"

"Sun filter descending," the computerised voice announced and the brunette froze in confusion.

"What?" she asked.

"Sun filter descending," the computer stated again and Elissa looked towards the window as the shuttered filter started to descend and a bright deadly glare started to fill the room, her eyes widened in dawning horror, "Sun filter descending."

Elissa scrambled to her feet, aching head forgotten as she raced over to the door and jabbed her fingers at the panel, she'd seen others using to operate the doors. Nothing happened, "Oh, you're kidding!" she breathed with horror, already starting to feel the heat from the bright rays of light, "Open! Come on!" she jabbed her hand frantically at the panel, "Come on!" she smacked her hands against the door, "How do you open!" she shouted.

"Sun filter descending."

"Let me out!" Elissa cried, smacking at the doors again, hoping against hope that they'd slid open like they were supposed to, "Let me out!"

*O*O*O*

"Sun filter descending," the computer announced as the Doctor ran into the corridor and directly over to the door.

"Anyone in there?" he called as he scanned the control panel with his sonic working to get the filter rising again.

"Doctor?!" Elissa shouted and the Doctor froze at the sound of her voice, "The doors! They won't let me out!"

The Doctor's hearts raced in his chest, "Oh well, it would be you," he grumbled in frustration as he started scanning again, moving faster than before. The need to stop the filter from descending increasing.

"The doors!" Elissa shouted, frantic, smacking at them again as the hot rays of the sun descended further into the room, "Can you get them open?!"

"Hold on! Give us two ticks!" the Doctor yelled back as he sonic-ed the controls willing them to co-operate as he scowled at them.

"Sun filter Descending," the computerised voice stated again as the deadly rays hit the top of the door and Elissa flinched downwards, sweat breaking out over her skin, her heart pounding, "Sun filter Descending."

"Sun filter rising," the computer announced and the Doctor looked rather pleased with himself whilst Elissa breathed a sigh of relief, her shoulders slumping with the weight of it as the bright rays that had been filling the room with smoke started to receded again as the filter rose, "Sun filter rising."

"Sun filter rising…" the computerized voice continued, "Sun filter descending."

The Doctor scowled heavily and got to work again, his body tensing all over again with fear, "This is just what we need," he griped with frustration, "The computer's getting clever."

"What the hell does that mean?!" Elissa shouted with alarm as the suns rays started filling the room again.

"It means it's fighting back!" the Time Lord shouted, frustrated as the computer foiled his attempts to change its sabotaged programming.

"Doctor! The sun!" Elissa shouted, ducking down as the rays descended further into the room than before.

"I know!" the Doctor shouted glowering at the computer, "Elissa! Get somewhere low – really low! As low as you can!"

Elissa glanced around rapidly before running down the stairs and flattening herself against the lowest point she could find, "The doors mechanism thing's melted!" she shouted frantically.

"Sun filter descending. Sun filter descending."

Frustrated with fiddling with it and highly aware of how little time he had left before the filter descended, the Doctor jabbed his sonic screwdriver right into the wiring and flicked the switch, in desperate attempt to scramble the sabotaged programming.

"Sun filter rising. Sun filter rising."

Elissa blinked as the filter started rising again, the suns rays receding. She got up on shaky legs and ran back up the steps and peered through the small rounded window again at the Doctor, "Can you get the doors to let me out now?" she pleaded.

The Doctor shook his head, "The whole things jammed. I can't open them," he scrubbed a frustrated hand through his short hair, "Stay there! Don't move!" he added for good measure before he turned and ran down the corridor.

"No problem there," Elissa muttered uneasily as she peered after him until he ran out of sight, her heart still pounding with fear – rather terrified that the voice would tell her that the filter was descending again.

"Earth Death in 5 minutes," it announced instead and Elissa turned from the door and looked around the smoke-filled room as she tugged anxiously at her lower lip.

*O*O*O*

The Doctor ran into the Manchester Suite to find the now concerned guests milling about the Suite, whilst Jabe tapped at her computer device, the disabled metal spider held in one hand.

Jabe eyed her computer intently, "The metal machine confirms," she called after her computer device gave a chirp, "The spider devices have infiltrated the whole of Platform One."

"How's that possible?" Cassandra gasped aghast, "Our private rooms are protected by a code wall. Moisturize me, moisturize me," she twittered.

The Doctor strode across the room with a purposeful stride and took the disabled spider out of Jabe's hand eyeing the spider.

"Summon the Steward!" the Moxx of Balhoon demanded.

Jabe shook her head sadly in response, "I'm afraid the Steward is dead," she informed them. There was a collective gasp of shock from the guests at the news.

"Who killed him?" the Moxx of Balhoon demanded to know, outraged.

"This whole event was sponsored by the Face of Boe! He invited us!" Cassandra declared accusingly and the Face of Boe shook his head inside his glass casing, "Talk to the face!" she insisted, "Talk to the face!"

"Easy way of finding out," the Doctor commented as he looked up from the metal spider, "Someone brought a little pet on board," he showed them the robotic spider he was holding, "Let's send him back to Master," he bent and placed the spider on the floor and immediately it scuttled across the floor coming to a stop at the base of Cassandra's metal frame. She glanced about a little shiftily for a moment as it looked up at her before it was scuttling off again, going directly to the Adherents of the Repeated Meme, stopping at their feet.

"The Adherents of the Repeated Meme, J'accuse!" Cassandra gasped aghast.

The Doctor strolled towards the Adherents of the Repeated Meme, "That's all very well, and really kind of obvious," he stated with a touch of impatience, "But if you stop and think about it..." he trailed as one of the Adherents of the Repeated Meme tried to strike at him the moment he was in range, but with a swift move he caught its arm and ripped it off without batting an eye, "A Repeated Meme is just an idea. And that's all they are. An idea," he remarked as he ripped a wire out of the arm he was holding and all of the Adherents of the Repeated Meme crumpled into a mess of black cloaks, and the guests gasped whilst Cassandra rolled her eyes with irritation, "Remote controlled Droids," the Doctor explained for the shocked guests, his light tone belying the simmering anger that had him gritting his teeth, "Nice little cover for the real troublemaker. Go on, Jimbo!" he ordered giving the spider an encouraging little nudge with his foot, "Go home!" he demanded sharply and the spider scurried back across the floor over to Cassandra, coming to stop at the foot of her frame again.

Cassandra narrowed her eyes at the Doctor, who was glaring at her coldly, "I bet you were the school swot and never got kissed," she huffed. The Doctor raised his eyebrows at her incredulously in response, "At arms!" she barked out an order and her two assistants stationed on either side of her raised their canisters.

"What are you going to do, moisturize me?" the Doctor asked mockingly, eyes cold as he inwardly seethed.

Cassandra smirked devilishly, "With acid. Oh, too late anyway," she cooed smugly, "My spiders have control of the mainframe. Oh, you all carried them as gifts, tax free, past every code wall. I'm not just a pretty face," she crowed smugly.

"Sabotaging a ship while you're still inside it? How stupid's that?" the Doctor mocked, his brows arching at her again.

"I'd hoped to manufacture a hostage situation with myself as one of the victims. The compensation would have been enormous," Cassandra explained with nonchalance, completely unconcerned.

The Doctor rolled his eyes, his anger simmering a bit harder Elissa had almost died because she wanted more money, "Five billion years and it still comes down to money," he sneered, eyeing Cassandra with disdain.

Cassandra glared at him, "Do you think it's cheap, looking like this?!" she exclaimed, "Flatness costs a fortune. I am The Last Human, Doctor. Me. Not that freaky little kid of yours!"

The Doctor's eyes narrowed at her.

"Arrest her," the Moxx of Balhoon demanded, "The infidel!"

"Oh, shut it, pixie," Cassandra huffed shooting the alien a disdainful glare, before she smirked smugly, "I've still got my final option."

"Earth Death in 3 minutes."

"And here it comes," Cassandra tittered, "You're just as useful dead, all of you. I have shares in your rival companies and they'll triple in price as soon as you're dead," she explained, "My spiders are primed and ready to destroy the safety systems. How did that old Earth song go?" she mused mockingly, "'Burn, baby, burn'."

"Then you'll burn with us," Jabe stated.

"Oh, I'm so sorry," Cassandra simpered, batting her lashes, "I know the use of teleportation is strictly forbidden, but... I'm such a naughty thing. Spiders, activate," she ordered and there was a series of carefully placed explosions around the ship, "Force fields gone with the planet about to explode. At least it'll be quick. Just like my fifth husband," Cassandra giggled at joke, "Oh, shame on me. Buh-bye, darlings!" she called as she and her assistants started to fade out of sight, "Buh-bye, my darlings," she called just before the three disappeared completely.

"Heat levels rising."

"Reset the computer!" the Moxx of Balhoon exclaimed with fright.

"Only the Steward would know how," Jabe told the distraught alien.

"No," the Doctor denied and shook his head, "We can do it by hand," he stated, "There must be a system restore switch. Jabe, come on," he called as he turned on his heel and stalked towards the doors, "You lot – just chill!" he called over his shoulder to the guests as Jabe hurried to follow him out of the room and into the corridor.

"Heat levels rising."

*O*O*O*

"Earth Death in 2 minutes," the computer announced and Elissa tugged at her lower lip again as she shifted anxiously on her feet as she stood helplessly in the room she was trapped in, "Earth Death 2 minutes."

She turned, her gaze going to the doors, wanting them to just slide open and let her out. She sighed and sank down on the steps, turning her gaze about the still smoke-filled room again. Fingers reaching for the lower lip again.

*O*O*O*

"Heat levels critical," the computer announced as the Doctor and Jabe ran back through the maintenance duct, "Heat levels critical."

They ran out of the duct and into the ventilation chamber and paused briefly as the Doctor glanced about for the switch, "Oh," he groaned as he spotted it on the other side of three sets of swiftly spinning fans, "And guess where the switch is."

"Heat levels rising," the computer warned again as the Doctor's gaze landed on a lever, "Heat levels rising."

He stepped over to it and pulled it down experimentally, his gaze going to the spinning blades of the fans. The Time Lord beaming a wide grin when the large sharp quickly spinning blades slowed down in response.

"External temperature, five thousand degrees."

The Doctor released the lever and his smile swiftly faded as the moment he let go the fans picked up speed again, spinning just as quickly as they had before.

Jabe glanced from the fans to the Doctor that was staring at them with growing helplessness as he contemplated the impossibility of getting through all three fans and to the system restore switch. She turned her gaze to lever and stepped up to it, grasping it firmly between her hands and pressed down.

The Doctor blinked as the blades of the fans slowed again, before he turned to look at the lever to see Jabe holding it down, "You can't," he told her with concern, "The heats going to vent through this place."

"I know," Jabe replied.

"Jabe, you're made of wood."

Jabe took a breath and quirked her lips up into a small smile as she met his concerned gaze with her determined one, "Then stop wasting time, Time Lord."

The Doctor grinned at her, before he turned and ran over to the first of the large fans he had to get through to reach the switch.

"Heat levels rising. Heat levels rising."

*O*O*O*

"Heat levels hazardous," the computerized voice warned as the scared guests in the Manchester Suite stood huddled rather close together. A crack appearing in the observation window, "Heat levels hazardous."

"We're going to die!" the Moxx of Balhoon cried.

*O*O*O*

"Heat levels hazardous," the computerized voice warned a third time as the Doctor, stepped forward dodging the oncoming blade and ran on towards the second fan.

*O*O*O*

Elissa trembled with terror as she cowered against the far wall, her wide terrified eyes on the glass as the thick glass of the window started to splinter and crack under the heat of the nearby expanding sun.

"Shields malfunctioning," the computerized voice warned and Elissa swallowed heavily against the large painful lump lodged in her throat, "Shields malfunctioning."

Her chest heaved with her breathes. She didn't want to die! She really didn't! She didn't want to die alone in here! Sweat slicked her skin as she cowered closer to the wall. The rays of the sun lancing in the room, hitting closer and closer to where she cowered as low as possibly could, the room filling with more smoke.

She ducked her head, hiding it in her arms protectively and then suddenly to her confusion and alarm the heat of the deadly rays stopped feeling so hot. She lifted her head her eyes confused as she glanced about, the rays still lancing through the room, more and more joining them. Her gaze was drawn to her hands, her skin starting to glow softly a similar golden to that of the rays that were lancing into the room, her clothes wisps of smoke starting to rise up from under her clothes as the glow seeped out from under them…

"Oh… what now?!" she cried with growing alarm as unknown to her, her hazel eyes starting to eerily glow with a similar light, "What the hell is happening to me?!" she shouted as she stared at her softly glowing skin – a strange sensation bubbling beneath her skin – an itch – a crawling, bubbling, itch sensation.

She trembled, alarmed terrified and confused tears starting to streak down her cheeks as she stared at her hands, the hot beads of salty water steaming off her skin as her internal temperature slowly started to rise, making the heat of the room feel even less dangerously hot than before. A ray of light hit close to her head and she ducked her head down on instinct, the heat that close feeling dangerous again.

She squeezed her eyes tightly shut against the sight of her glowing skin, the brightness of it slowly increasing – the foreign crawling itching sensation that was bubbling under skin increasing along with it…

A terrified scream tore from her throat as she tried to will the feeling and golden glow coming from her skin away!

*O*O*O*

The Doctor glanced from the second fan he was still stood before to look back at Jabe, his concern growing at seeing her breathing heavily and sweat slicking her bark-like skin. He turned back to the fan staring up at it with increasing anxiousness. His gaze locked on the revolving fan, needing to get passed it.

"Heat levels critical. Heat levels critical," the computerized warning came again. He timed his moment and stepped forward, stepping successfully in between the revolving blades before running quickly on towards the third.

*O*O*O*

The cracked glass in the Manchester Suite splintered further and the Moxx of Balhoon screamed as he was enveloped in the deadly ray of light that broke through into the Suite.

*O*O*O*

Elissa let out a shaky sob, practically seeing gold behind her closed lids as the glow of her skin increased further. More smoke starting to rise from under her clothes. The crawling sensation underneath her skin, growing rather painful as she tried to fight the frightening foreign feeling – to supress and shove it away.

"Heat levels rising."

*O*O*O*

"Heat levels rising."

Jabe started to shake violently. She let out a shocked, pained gasp as one of her hands caught fire and she released the lever. She screamed as she combusted and the Doctor whirled around with alarm at the sound. He gritted his teeth, his hearts heavy at seeing her gone. He turned back to the fan to see the blades spinning faster than before – becoming a blur of movement. He eyed the blur of the blade of the third fan intently as the computer started the countdown to the planet's imminent explosion.

His hearts pounding harshly against his ribcage as the single digit numbers were called out. He closed his eyes and stepped forward, smoothly stepping past the blade, before he opened his eyes and dashed the last of the distance to the reset breaker, "Raise shields!" he shouted with only seconds to spare.

*O*O*O*

"Nope. Not happening! It's not happening!" Elissa muttered to herself, the sensation still crawling as her skin continued to glow. The brunette still trying to will it away even as the computerized countdown continued.

"One."

She let out another sob, tightening her glowing arms around her head as beyond the window the Earth was engulfed in fire and exploded.

"Exoglass repair," the computerized voice announced and Elissa stilled, "Exoglass repair," the splintered and cracked glass sealed itself, "Exoglass repair."

Elissa slowly, cautiously raised her head from under her arms, her golden glowing eyes taking in the fixed window. And she let out a shaky breath, her body trembling where she sat cowering against the wall. She turned her gaze down to her hands, lower lip caught anxiously between her teeth and she watched with a confused frown and anxious eyes as the glow coming from her skin, seeping out from underneath her clothes, receded as her internal temperature slowly cooled back down to a human normal. The golden light that had been glowing behind the hazel of her eyes receded as it did in her skin as if it hadn't been there at all. Along with the crawling sensation. She slowly shifted, gingerly touching her skin with trepidation only to find it to feel like it had before.

She stared at her hands confused. Her gaze slowly shifted, going to her clothes and she frowned to see parts of it singed in seemingly random places. She clambered to her feet with shaky limbs and looked down to see a slight shadowy darkening of the wall, outlining where she'd sat cowering against it.

She swallowed heavily and turned away from it, turning her confused gaze about the still smouldering room. Her gaze went back to her hands that still looked completely normal… she clenched her hands into fists and glanced about the room again, before she turned and hurried out the doors that had opened – wanting to put as much distance between her and the strange occurrence as possible.

*O*O*O*

The Doctor walked slowly through the now slowly revolving blades of the fans, pausing by Jabe's smouldering remains. He stared down at them solemnly, regret filling him at her passing. He looked up and carried on. His jaw clenching as his simmering anger churned as he stalked out of the ventilation chamber.

*O*O*O*

Elissa walked through the doors into the Manchester Suite, her arms crossed protectively over her middle. She came to a stop as she glanced about the room taking in the guests some sitting around others wounded and others dead. She swallowed and then turned to look towards the doors as the Doctor walked through them briskly and over to the two male trees, murmuring a few words to them, placing his hands on their shoulders briefly, before he turned away leaving them to grieve the loss of their companion.

The Doctor's gaze landed on Elissa and he paused as he swept his gaze over her taking in the state of her clothes, "You alright?" he stepped over to her and carefully took one of her arms lifting it to inspect the sleeve of her jacket, "Did you get burned?"

"Uh – no," Elissa murmured.

The Time Lord frowned as he fingered a mark that looked suspiciously like it had smouldered – there was a few such marks over her clothes. He glanced back up at her face as the brunette as she slipped her arm from between his hands, "You sure?"

"Yeah," Elissa nodded and looked away, teeth sinking into her lower lip, her thoughts going again to the hot golden glow that had been coming from her. She clenched her hands into fists and turned her thoughts from the unsettling glow – it was gone now. She turned her gaze back to him, "What about you? Are you alright?"

"Yeah," the Doctor nodded and turned away from her, his jaw clenching with his tightly controlled fury, "I'm fine. I'm full of ideas, I'm bristling with them," he rumbled, his voice, mind racing. Elissa shifted following him with confused eyes, "Idea number one, teleportation through five thousand degrees needs some kind of feed," his gaze landed on the 'ostrich' egg Cassandra had brought on board, "Idea number two, this feed must be hidden nearby," he explained, before he stalked over to the egg, snatching it up, before he threw it to the floor, breaking it open revealing the teleportation feed, just as he'd suspected. He bent, snatching it up off the floor and straightened, "Idea number three, if you're as clever as me, then a teleportation feed can be reversed," he declared and twisted the device.

Everyone in the Suite watched as Cassandra appeared back in the Suite, mid-sentence, "Ah, you should have seen their little alien faces," she gloated cheerily, before she noticed that she wasn't in the comfort of her little hideaway, "Oh!"

"The Last Human," the Doctor sneered, his gaze flinty with his fury, as it rested on her as she glanced around nervously.

"So…" Cassandra floundered as her eyes went from angry face to angry face, "You passed my little test. Bravo. This makes you eligible to join the er... the human club."

"People have died, Cassandra," the Doctor flinty stare turned to a harsh glare, "You murdered them."

Cassandra glared right back at him, "That depends on your definition of 'people'," she sniffed, "And that's enough of a technicality to keep your lawyers dizzy for centuries," she sniffed, "Take me to court then, Doctor! And watch me smile, and cry, and flutter..."

"And creak?" the Doctor cut her off with a smirk.

Cassandra stared at him confused, "And what?"

"Creak! You're creaking," he told her a cheery note entering his voice as Cassandra's skin began to visibly tighten. Her eyes becoming bloodshot, her skin rapidly paling out to a sickly shade at the exposure to the heat in the air.

"What? Ah! Ah! I'm drying out!" Cassandra cried beginning to panic, "Oh, sweet heavens! Moisturize me! Moisturize me! Where are my surgeons? My lovely boys! It's too hot!" she gasped, her skin beginning to splotch red.

"You raised the temperature," the Doctor stated flatly, coldly, staring at her unflinchingly as the red splotches deepened angrily - spreading.

"Have pity!" Cassandra pleaded fearfully, bloodshot eyes on the Time Lord, "Moisturize me! Oh, Doctor!"

"Doctor -," Elissa swallowed her wide gaze going from the skin to the Doctor, "Help her."

"Everything has its time," the Doctor reminded her not looking away from Cassandra, blue eyes still flinty, "And everything dies."

Cassandra's skin began to shrivel, "I'm... too... young!" she cried out before she exploded outward in a shower of skin and blood.

Elissa cringed as a large wad of skin sailed past her splatting on the floor a short distance from her feet, but the Doctor remained completely cold in the face of it, just staring darkly, fury still simmering, before he turned and exited the room without looking back. Elissa shifted, turning her head to stare after him with concern.

*O*O*O*

"Shuttles 4 and 6 now departing," the computer announced as Elissa stood alone at the large observation window in the Manchester Suite. The brunette staring out it at the bits of variously sized and shaped rocks, that had been the Earth as they floated past the giant red burning sun, "This unit now closing down for maintenance."

She heard footsteps coming towards her and then the Doctor came up beside her, his own gaze focused on what was left of the Earth, "It's really gone," she murmured softly after a moment, "And, no one was watching. It's funny," she continued, her voice a little shaky her throat feeling tight and the Doctor turned his gaze to her, "I wasn't sure I even wanted to see it end – but now. Now I think – I think someone should have been watching…"

The Doctor stared at her for another moment taking in her solemn expression, before he shifted slightly, holding out a hand to her, "Come with me."

Elissa turned from the window and took his outstretched hand. The Doctor closing his hand about hers, before he turned and led them back across the Suite to the doors, headed for where the Tardis had been parked by the little blue members of the Platforms staff.

*O*O*O*

The two stood under the bright sun back on Earth in the 21st century. Elissa shifting slightly as she took around the milling crowds as people went about their everyday lives.

"You think it'll last forever," the Doctor spoke after another moment drawing her gaze from the street, "People, and cars and concrete. But it won't. One day, it's all gone. Even the sky," and Elissa followed his gaze as lifted his to the sky. The two of them taking in the beautiful almost cloudless blue. The Doctor lowered his gaze to her, his gaze sad, "My planet's gone," he admitted in a low murmur, forcing the words out.

Elissa's gaze shot back to him, her eyes wide, "Oh…" she breathed helplessly unsure what to say – if she even should say anything.

"It's dead," the Doctor continued as he met her gaze, "It burned like the Earth. It's just rocks and dust before its time."

Elissa swallowed, "Before its time?"

"There was a war," the Doctor replied heavily before he swallowed and took a breath as he continued, "And we lost."

"Lost?" Elissa murmured.

"My people…" the Doctor sighed out a heavy breath, "I'm a Time Lord. I'm the last of the Time Lords," he explained and Elissa's eyes widened with a horrified understanding at the implications of that, "They're all gone," the Time Lord swallowed again his hearts heavy, "I'm the only survivor. I'm travelling on my own 'cos there's no one else."

"Well…" Elissa swallowed, "You've got me."

"You've seen how dangerous it is," he eyed her, cautiously hopeful, even as he offered, "Do you want to go home?"

Elissa looked down, teeth catching her lower lip, worrying it as she thought, "I don't… I dunno," she admitted after a moment, before she caught a scent in the air and her stomach rumbled hungrily, "Uh… guess I'm hungry."

The Doctor grinned, "So, chips?"

"Is that that smell in the air?" Elissa asked as she sniffed at the air appreciatively.

The Doctor nodded.

"Chips sound good, then," she nodded, even as she wondered if she liked them – by how yummy they smelled she hoped she did.

"Very good," he agreed, "This way to chips," he gestured down the pavement and the two started walking, "Uh… you got any money?"

"Uh," Elissa blinked, "Dunno, why?"

"I've got none," the Doctor admitted with a small shrug.

"Oh…" Elissa paused and searched through her bag and pulled out a small purse, she opened it and peered inside, "This do?" she pulled out a couple of green bills.

"Probably buy more chips than the two of us could eat with those," the Doctor observed with a bit of a grin.

"I'll take that as a 'yes' then," Elissa murmured as she shoved them back in her purse and put it back in her bag, "Come on, then!" they started walking again, "I really want chips now."

The Doctor grinned wider, "Me too!"

*O*O*O*

The Doctor and Elissa sat at a park bench, a dwindling pile of chips on the table between them. The long-haired brunette shifted some hair back behind her ear as a gust of wind blew blowing the strands across her face, her gaze locked on the blank pages of her open journal, pen in hand and a frustrated frown furrowing her brow.

The Doctor eyed her, "Aren't you overthinking it?"

"I can't think of how to write it," she huffed with frustration, glowering at the page like it had personally offended her.

"Why don't you just try again later?"

Elissa looked up at him, "I don't know how much longer I've got left before –," she swallowed and looked back down at the blank page with concern, "Before I forget everything, again. I could at any moment now. And, I don't want too!" her gaze went back up to him, her eyes wide and a little fearful, "I mean I got look at the Earth from a window!" she exclaimed, "And, I won't remember! I won't remember what it looked like or how it felt to see it. So I need – I need to write it down, so that I have at least something to tell me it happened. But everything I think of…" she trailed before sighing miserably and twisted the pen between her fingers, "I doubt I'll believe it," she muttered.

The Doctor frowned in consideration as he eyed Elissa, "If it's on a 24hour loop, you'd have a few more hours yet," he assured.

"I don't know," Elissa mumbled, shoulders slumping, "All I know is I woke up – not remembering…" she trailed as the Doctor held a hand out across the table. She blinked at it briefly, before she shoved the journal across the table towards him, before placing the pen in his hand. She watched as he put the pen to paper and started writing – the pen almost flying over the paper he was writing so fast, "I gotta be able to read it, you know…"

"You'll be able to read it," the Doctor replied, not looking up as he scrawled the pen over the page rapidly.

"You make it look so easy," she murmured as her gaze followed the progress of the pen as he moved onto the next page.

"Got a bit of a knack for explaining things – if I do say so myself," he remarked, shooting her a quick grin, before he focused his attention back on what he was writing. Moments of silence past between them before he dropped the pen down on the pages, "There. How's that for an explanation?" he grinned rather pleased with himself as he pushed the journal back across the bench to her.

Elissa looked at it, blinking down at the unfamiliar writing that was covering the pages he'd used to document what he knew of her day, "It's good," she murmured as he eyed her, "I'll probably still have trouble believing it," she added a little weakly, before she smiled at him thankfully, "But it's there."

"Nothing I wouldn't be able to prove," the Doctor shrugged with as much nonchalance as he could muster, "You know, if you're coming with me."

Elissa frowned slightly and reached for another chip, her mind going to the terror she'd felt trapped alone in that room and to how amazing it was to see the Earth outside that window. Her gaze went down to the words written on the page. She nibbled on the chip as she picked up the pen and made a small notation to let her know who'd written the entry – she wouldn't put it past herself to question why it was in a different hand.

The Doctor stared at her, his gaze focusing on her hair as the wind attempt to blow it across her face again. He blinked at it and frowned slightly with confusion and curiosity, "Say, wasn't your hair a darker shade of brown before?"

Elissa looked up and swallowed the bit of chip she had in her mouth, "Uh…" she took some hair in her fingers and brought it in front of her eyes. She stared at it trying to think of the exact shade she'd seen in the mirror that morning, "Looks the same to me…" she trailed off a little uncertainly and released her hair.

The Doctor eyed her hair, almost certain that it had been a little darker before, "Must be the way the lights hitting it," he muttered a little dubiously before he smiled at Elissa, putting the curious thought aside for the moment, "So, what do you say?" he stood grabbing a last chip, "You coming with?" he asked hopefully, before adding, "Or am I taking you home?"

Elissa bit her lower lip again, hesitating a moment, her gaze going to her hands, before she picked up her pen and quickly scrawled something at the end of what the Doctor had written, before she snapped the journal shut and stood shoving it into her bag along with her pen, "Oh," she grinned at him, "I'm coming with!"

The Doctor beamed a wide happy grin, "Fantastic!" he tossed the chip into his mouth and the two started away from the picnic table. Heading back down the pavement towards where they'd left the Tardis.