!EDITED!

A/N: was 8350 words, is now 11296! Enjoy! :D

The Cybermen were closing in on us, closer and closer until the Doctor suddenly holds up the TARDIS power cell. A massive beam of golden energy shoots out of the cell and hits the Cyberman right in front of us, bouncing off and onto the others as well. The energy disintegrated them into particles - it was sort of like when Rose destroyed the Daleks on the Game Station, only more violent. "What the hell was that?" Ricky asks, staring at the cell.

"Or how about instead, run!" the Doctor shouts, grabbing my hand and we all run in the opposite direction.

We come to a halt when a blue van stops in front of us, "everybody in!" the woman driving shouts and Ricky and Blondie hurry into the front.

Pete runs off toward the mansion and the Doctor quickly lets go of my hand to restrain him. "I've got to go back!" Pete fights against the hold on him. "My wife's in there!"

"Anyone inside that house is dead," the Doctor tells him softly, but urgently. "If you want to help, then don't let her die for nothing! You've got to come with us right now!"

After a moment, Pete reluctantly nods and hops into the back of the van. "Come on, get a move on!" the driver shouts, honking the horn.

I move over to Rose - who was staring at the mansion - and take her hand in mine, "come on," I mutter, but she shakes her head with tears in her eyes.

"Rose," the Doctor puts a hand on her shoulder. "She's not your mother," he reminds her gently.

"... I know," she whispers.

"Come on," I repeat, tugging on her hand.

Rose gets in the van and sits beside Pete with Mouse getting in after and sitting beside her. The Doctor hops in the back and then holds a hand out, helping me climb in and we sit on the opposite side of them.

The driver scoffs, "finished chatting? Never seen a slower getaway in my life!" she drives off.

"What was that thing?" Ricky asks and I see him glaring at the cell in the Doctor's hand through the grating that was separating the front and back of the van.

"Little bit of technology from my home," the Doctor shrugs.

"It's stopped glowing... has it run out?" Mouse asks worriedly.

"It's on a revitalizing loop," I shake my head.

"It'll charge back up in about four hours," the Doctor mutters, slipping it back in his pocket.

"Right, so we don't have a weapon anymore," Ricky scoffs.

"It's not a weapon," I shoot him a glare.

The Doctor's lips pull in a smile and he wraps an arm around my shoulders, pulling me close as he runs his thumb up and down my arm. I wrap my arms around myself and cross my ankles, snuggling into his warmth.

"Yeah, we've got weapons," Blondie puts in. "Might not be one of those metal things, but they're good enough for men like him," he nods to Pete, making me frown.

"Leave him alone!" Rose snaps, glaring at him. "What's he done wrong?"

"Oh, you know, just laid a trap that's wiped out the government and left Lumic in charge," he rolls his eyes.

"If I was part of that, do you think I'd leave my wife inside?" Pete demands.

"Maybe your plan went wrong," Ricky shrugs. "Still give us the right to execute you, though," he glares.

I stiffen at that, "no one is getting executed, have you got that?" I straighten, leveling a glare at him.

"Yeah? What are you gonna do to stop me, then?" Ricky raises an eyebrow as he eyes me appraisingly and I growl under my breath; I definitely like my Mouse better than this world's.

"She's tougher than she looks," the Doctor cuts in, a wave of anger hitting me as his arm tightens around me. "Talk about executions, you'll make me your enemy along with her," he glares. "And take some really good advice: you don't want to do that!"

"... all the same," Ricky mutters, looking a bit uncomfortable. "We have evidence that says Pete Tyler's been working for Lumic since 20.5."

Rose and I both look at Pete in shock... is he really helping the man who took those people and turned them into Cybermen?

"Is that true?" Rose asks.

"Tell 'em, Mrs. M," Ricky orders the driver.

"We've got a government mole who feeds us information," she calls back. "Lumic's private files, his South American operations, the lot. Secret broadcast twice a week."

I tilt my head curiously when Pete straightens. "Broadcast from Gemini?" he asks, making me smile slightly.

"And how would you know that?" Ricky glares at him.

"I'm Gemini, that's me," Pete informs him.

"Yeah... well, you would say that," Ricky scoffs, making me roll my eyes.

"Encrypted wavelength six-five-seven using binary nine," Pete retorts and Ricky and Blondie glance at each other. "That's the only reason I was working for Lumic - to get information! I thought I was broadcasting to the Security Services, and what do I get? Scooby-Doo and his gang! They've even got the van!" he groans, leaning forward on his elbows and putting his head in his hands.

"No, no, no!" Mouse cuts in, shaking his head. "But the Preachers-" I raise an eyebrow at the name... alright, then. "-know what they're doing! Ricky said he's London's Most Wanted!"

"Yeah, that's not exactly..." Ricky trails off and I raise my eyebrow higher as I turn my attention to him.

"Not exactly what?"

Ricky shifts uncomfortably, "I'm London's Most Wanted for... parking tickets," he admits sheepishly.

"Oh... my... God," I cover my mouth, snorting loudly. "That is brilliant, that is!" I giggle, the Doctor shaking with silent laughter beside me.

"Great," Pete rolls his eyes.

"They were deliberate!" Ricky defends. "I was fighting the system! Park anywhere, that's me!" he huffs, making me laugh harder.

"Good policy, I do much the same," the Doctor smiles, pulling me closer as I couldn't stop my giggles. "I'm the Doctor, by the way, if anyone's interested... the one having a giggle fit is Lizzie," he rubs my arm.

"Hi," I get out around my giggles, waving shyly.

"... and I'm Rose, hello!" Rose smiles.

"Even better, that's the name of my dog," Pete groans, making my laughter grow and the Doctor puts his hand over my mouth. "Still... at least I've got the catering staff on my side," he sighs before eyeing me warily. "She alright?" he looks between the Doctor and me.

"Just in shock, I think," the Doctor replies.

I think I might be in shock as well... or maybe a bit hysterical? Cybermen were the most terrifying of my dreams growing up by far and I always woke up in a cold sweat from them. The fact that they used to be Human is what scared me; that someone took their brain, shoved it into a metal body, and took all of their emotions. Granted, the Daleks scare me a bit more than the Cybermen now I've met them, but the Cybermen were still absolutely frightening. Moving the Doctor's hand from my mouth when I calm down a bit, I wrap my arm around his waist.

"... I knew you weren't a traitor," Rose mutters, pulling on her uniform as she glances at Pete.

"Why's that, then?" he looks to her, surprised.

Rose glances at the Doctor, biting her lip when he gives her a warning look, "I just did," she shrugs.

"They took my wife," Pete whispers, shaking his head.

"She might still be alive," Rose tries to comfort him.

"That's even worse," Pete retorts. "Cause that's what Lumic does: he takes the living and turns them into those... machines..."

"Cybermen," I correct in a quiet voice, shivering against the Doctor and burying my face against his side.

"They're called Cybermen," the Doctor tells them, squeezing me briefly. "... and I'd take those ear-pods off if I were you," he warns Pete and I feel him shift, so I look to see he'd taken them. "You never know... Lumic could be listening," he mutters, handing me the pods and sonicking them. "But he's overreached himself, he's still a businessman," he shakes his head. "He's assassinated the President, all we need to do is get to the City and inform the authorities because I promise you: this ends tonight!" he tells everyone determinedly and they fall silent, making him sigh. "... you alright, sweetheart?" he whispers to me.

I nod, snuggling into him more and he sighs, running a hand through my hair. I knew he knew I was lying, but I was grateful he wasn't pushing it. I think about the Cybermen coming after us and Ricky and Blondie shooting at them. A flash of purple goes through my mind and I flinch as it comes with a sharp pain in my temple. The Doctor hisses in pain, gripping my head and I whimper when another flash of pain hits me.

"-Lizzie?" "-Bird?" Rose and Mouse ask worriedly.

"She's fine," the Doctor waves them off, but I can hear the slight strain in his voice. "... just a headache."

I bite my lip to stop another whimper when an even sharper pain hits me and an image of a woman with eyes the same color as what I'm getting flashes of pops up.

Why do I feel as if I've seen her before? Reaching up to grab my necklace chain absently, I feel the cool metal roll between my fingers and my mind goes a bit fuzzy. I breathe out when my headache goes away... what was going on? I look up at the Doctor when worry washes over me to see him looking at me with furrowed eyebrows.

"... sorry, must be overdoing it?" I mutter, frowning when it comes out like a question.

"It's fine," the Doctor frowns, moving his arm from around me so he could grab my chin in his hand and examine me closely.

I let him, my frown deepening... why is he so concerned over a little headache? I pull my face from his hold and look at Rose and Mouse, who were eyeing me with concern while the rest of the van's occupants stare at me. "I'm alright, honest," I mutter awkwardly, wrapping my arms around my waist and making myself smaller as I lean back.

***

Mrs. Moore stops after a bit and we all get out. I sigh, stretching my muscles after sitting for so long. The eight of us - the Doctor, Rose, Mouse, Pete, Blondie... or Jake, Mrs. Moore, Ricky, and I - all walk along the street, watching as people march in the same direction with their ear-pods blinking.

"What the hell?" Jake stares at them all.

"What's going on?" Rose frowns.

"It's the ear-pods," I fold my arms.

"Lumic's taking control," the Doctor nods, wrapping an arm around my waist.

"Can't we just... I don't know, take them off?" Rose asks.

"Don't," I shake my head before she could try and do just that.

"Cause a brainstorm," the Doctor explains. "Human Race... for such an intelligent lot, you aren't half susceptible," he looks around at all the people. "Give anyone a chance to take control and you submit; sometimes I think you like it, easy life," he muses.

"When you're done having a go at us," I huff, elbowing him in the side lightly.

"... sorry, tiny," he sends me a sheepish smile.

"Hey, come and see!" Jake calls us over from where he, Ricky, and Mrs. Moore were crouched down and looking around the corner.

The Doctor, Rose, Mouse, Pete, and I move over and look to see Cybermen marching along with the people, leading them. I stiffen at the sight of them and feel a warm hand grasp mine. Taking a deep breath, I intertwine my fingers with the Doctor's and he gives my hand a gentle squeeze.

"Where are they all going?" Rose asks quietly, staring at the Cybermen.

"I don't know... Lumic must have a base of operations," the Doctor shrugs.

"Battersea," Pete puts in, making everyone look to him. "That's where he was building his prototypes," he explains.

"Why's he doing it?" Rose asks.

"He's dying," Pete replies simply. "This all started out as a way of life by keeping the brain alive... at any cost," he explains.

"That's not living," I shake my head, my voice wavering. "They... they've got no emotions; everything they were is gone and replaced with a want to make the rest of humanity just like them - cold and unfeeling," I shudder slightly, the Doctor running his thumb along my knuckles.

Rose glances at me, shifting on her feet, "the thing is: we've seen Cybermen before," she frowns slightly. "That head, those handle things in Van Statten's museum," she mutters and I wrinkle my nose at the mention of the American prat, making the Doctor's lips pull into a small smirk. "... and Lizzie's drawn them but she didn't want me knowing what they were... didn't have a description of 'em either, she was terrified."

"Well... still pretty scared of 'em," I mutter, watching them march along with the people.

"Ah, there are Cybermen in our universe," the Doctor nods, squeezing my hand. "They started out on an ordinary world - just like this - then they swarmed across the galaxy. This lot are a parallel version and they're starting from scratch, right here on Earth," he explains.

"What the hell are you three on about?" Pete stares between us.

"Nevermind that, we've got to get out of the city," Ricky shakes his head. "Ok, split up: Mrs. Moore, you look after that bloke," he points to Pete with a scowl. "Jake, distract them, go right; I'll go left," he orders. "We'll meet back up on Bridge Street, move!"

Jake and Ricky run off in opposite directions and Mouse turns to Rose and me, "I'm going with him," he points to where Ricky had run off, pulling Rose into a quick kiss.

"Be careful," I tell him seriously when they pull away.

Mouse grips my shoulder, "promise," he kisses the top of my head before running off.

***

The Doctor, Rose, Pete, Mrs. Moore, and I were all running down the streets with Cybermen marching after us. "There!" Mrs. Moore points into an alleyway and we all hurry into it.

Crouching behind a few dustbins, the five of us watch as two Cybermen come our way. The Doctor squeezes my hand as I try to calm my breathing and heart rate. He takes out the sonic with his free hand and aims it over the dustbins in the direction of the Cybermen, buzzing it at them. The Cybermen freeze for a moment before there's a beeping sound and they turn, marching away from us. I breathe out, frowning when I feel pressure on my other hand and looking to see that it was in Pete's.

I clear my throat, pulling my hand away as my face burns bright red. I also notice that Rose was clutching onto his other hand and he looks between us with a frown and furrowed eyebrows. The Doctor nudges me slightly and nods off in the direction the Cybermen hadn't gone, "go," he whispers.

***

The five of us get to Bridge Street and Jake comes running up, "I ran past the river, you should've seen it!" he stops in front of us. "The whole city's on the watch! Hundreds of Cybermen all down the Thames!"

"Brilliant," I mutter but I light up when I see Mouse running up, only... he's alone... is it?

"Here he is!" Jake beams before pausing. "Which one are you?"

"I'm sorry... the Cybermen, he couldn't-"

"Are you Ricky?" Jake demands, getting in his face. "Are you Ricky!?"

"Mickey... that's you, isn't it?" Rose asks quietly, her voice cracking as she steps forward.

My stomach knots up as he hesitates and instead of waiting for an answer, I rush over and grab his shirt-collar. I ignore his slight protest and pull his shirt down a bit to see the tattoo on his right pec - it was a greyscale infinity symbol made with a feather. "... Mouse," I whisper, Rose and I both throwing our arms around him tightly.

"Yeah, it's me," Mouse whispers thickly, holding us close to him. "... he tried, he was running," he tries to explain, letting go of me but Rose didn't pull away as she tightens her hold around his waist. "There was too many of them-"

"Shut it," Jake grinds out, his voice shaking and face contorting.

"... there was nothing I could do-"

"I said just shut it!" Jake spins around, leveling a dark glare at Mouse. "Don't even talk about him, you're nothing, you are!" he snarls before his face contorts again. "... nothing," he whispers.

Rose buries her face against Mouse's neck as he quiets and I wrap an arm around him, nuzzling his shoulder. "Don't listen to him, he's just grieving," I whisper and Mouse sighs, wrapping his free arm around me.

The Doctor puts a hand on Jake's shoulder, "we can mourn him when London's safe, but now, we move on," he tells him gently and Jake nods miserably before we head out.

***

We get to a Thames embankment and walk up the slope to see Battersea on the opposite side. "The whole of London's been sealed off and the entire population's been taken inside that place - to be 'converted'," the Doctor mutters darkly.

"We've got to get in there and shut it down," Rose puts in determinedly.

"How do we do that?" Mouse asks.

"Oh, I'll think of something," the Doctor waves off, smiling when I snort loudly.

"You're just making this up as you go along!" Mouse accuses him indignantly.

"Yup!" the Doctor grins, popping the 'p'. "But I do it brilliantly," he smirks.

"... sometimes," I couldn't help but put in, making Rose and Mouse snicker at the Doctor's pout.

"No one asked for your cheek, Elizabeth," the Doctor pokes my side and I squeak, jumping away from him.

"One: don't call me that,' I glare up at him, my hands on my hips and he snickers quietly. "Two: no asked for you to be an arrogant arse either, but we're all dealing with it," I smirk when his smile falls and the pout returns.

Mrs. Moore's computer beeps before the Doctor could say anything and I smile at his grumpy expression, making him roll his eyes. We all move over to where Mrs. Moore was sat at a picnic table and gather around her. "That's a schematic of the old factory," she points to the 3D map on her laptop. "Look, cooling tunnels underneath the plant, big enough to walk through."

"... we go under there and up into the control center?" the Doctor asks, pointing to the cooling tunnels and Mrs. Moore hums an affirmation.

"There's another way in," Pete cuts in, making everyone look at him. "Through the front door," he shrugs, making me frown. "If they've taken Jackie for upgrading, that's how she'll get in-"

"We can't just go strolling up!" Jake argues.

"Or we could... with these," Mrs. Moore pulls out some ear-pods form her bag and the Doctor takes one to look at it. "Fake ear-pods; dead, no signal. But put them on, the Cybermen mistake you for one of the crowd," she explains and I raise my eyebrows, impressed.

"Then that's my job," Pete nods, straightening his blazer and raising his chin.

"You'd have to show no emotion, none at all," the Doctor warns. "Any sign of emotions would give you away."

"How many of those have you got?" Rose asks, making me look at her sharply, my heart rate picking up.

"Just two sets," Mrs. Moore answers.

"Absolutely not," I shake my head, folding my arms.

"Ok," Rose nods, completely ignoring me and I scowl at her. "If that's the best way of finding Jackie... I'm coming with you," she moves to stand next to Pete.

"Why does she matter to you?" he frowns down at her.

"We haven't got time," Rose shakes her head. "Lizzie, Doctor, I'm going with him and that's that," she tells us firmly.

"Think I might have something to say about it," I glare.

"No stopping you, is there?" the Doctor asks.

"Nope," Rose shakes her head.

"Don't you dare-"

"Tell you what," the Doctor chucks Rose the extra pair of ear-pods, making me give a squeak of indignation as I glare between them both. "We can take the ear-pods at the same time! Give people their minds back so they don't walk into that place like sheep! Jakey-boy?" he leads Jake up the hill for a better look at the station.

"... apparently, I've gone invisible," I huff, glaring at Rose.

Rose comes to stand in front of me, "I'll be fine," she tries to assure me, but her voice wavers.

"Yeah, and I'm the Queen of England," I scoff, rolling my eyes.

"I'll be fine," she repeats firmly, putting her hands on my shoulders.

"I'll come with you," I suggest, holding onto her forearms.

"No," she shakes her head. "Even if we had another set of ear-pods, you'd be too distracted to keep your emotions in check," she reasons.

"I can handle it!" I argue indignantly, more than a little offended.

"Yeah, right!" Rose snorts, making me pinch her arm. "Oi," she narrows her eyes. "Every time you or the Doctor has a strong emotion, the other winces," she explains, making me frown slightly; I didn't know that she'd noticed that. "You'd be distracted worrying about him and he'd be distracted worrying about you - it's better this way," she tells me firmly and I sigh, not being able to argue.

"I swear if anything happens-"

"You'll bloody kill me?" she asks, raising an eyebrow with a tongue-in-teeth grin.

"Exactly," I breathe out a laugh.

"Mrs. Moore!" the Doctor exclaims as he comes back, snorting when I jump slightly. "Would you care to accompany Lizzie and me into the cooling tunnels?"

"How could I refuse an offer of cooling tunnels?" she smiles.

"See," Rose leans over to whisper in my ear. "The Doctor didn't even consider you being anywhere but right beside him," she gives me a pointed look.

I chew on my lip at her smug expression, rolling my eyes, "s-shut up," I huff, my face burning slightly.

"We attack on three sides: above, between, below," the Doctor nods to the computer, taking off his 'brainy' specs and grabbing our attention. "We get to the control center, we stop the conversion machines," he folds his arm.

"What about Mouse?" I ask pointedly, raising an eyebrow.

"Mickey!" the Doctor's eyes widen and he turns to the man, who rolls his eyes. "You can... um... ah..." he stumbles over his words as he tries to think of something quickly.

"What, stay out of trouble? Be the tin dog?" Mouse glares at the Doctor and my heart aches. "No, those days are over, I'm going with Jake," he announces, moving to stand beside the blonde.

"I don't need you, idiot," Jake sneers with a nasty glare.

"I'm not an idiot, you got that!?" Mouse snaps and I give the Doctor a pointed look, making him rub at his earlobe guiltily. "... I'm offering to help," he tells Jake in a much calmer and sincere tone.

"Whatever," Jake rolls his eyes, walking off with Mouse following after.

"Mickey?" the Doctor calls, making him turn back with a frown. "... good luck," he smiles, making a smile of my own form at his attempt.

Mouse stares at him for a moment, "yeah, you too," he smiles. "Girls, I'll see you later," he tells Rose and me.

"Yeah, you better," Rose smiles.

"I'll see you," I point to him, narrowing my eyes playfully.

"If we survive this, I'll see you back at the TARDIS," the Doctor smiles.

"That's a promise," he grins before running off.

I giggle when Rose pulls the Doctor and me into a tight, three-way hug. "Good luck," the Doctor smiles down at her, squeezing us both tightly.

"Be careful," I tell her seriously, holding her close as I nuzzle her shoulder. "I love you," I smile, kissing her cheek.

"Love you," Rose smiles, kissing my forehead. "You two be careful," she gives us each a pointed look, swaying us from side to side and we laugh.

The three of us stay like that - just holding each other - for a few more seconds before Rose pulls away reluctantly and follows Pete off. I watch her go, biting my lip anxiously with my arms around my waist. I feel a hand on my waist and the shiver that runs down my spine tells me exactly who it is. Leaning into the Doctor's side, I continue to watch Rose until she's out of sight.

"She'll be fine," the Doctor rubs circles into my side where my tattoo is and I shudder.

I huff at his quiet chuckle, "smug bastard," I roll my eyes and he pinches my side lightly. "And I know she will... I just worry," I mutter.

"My little worrier," the Doctor chuckles, kissing the top of my head and my face turns beet red.

Deciding not to comment on how he keeps calling me his all of a sudden, I move out from his hold and start to walk off, "come on," I call over my shoulder, ignoring the small pang of hurt I get.

***

The Doctor, Mrs. Moore and I get to the trap door that leads into the cooling tunnels. Mrs. Moore goes down first, followed by me and then the Doctor. "It's freezing in here," Mrs. Moore complains.

"At least you aren't wearing a skirt," I huff, pulling on it before wrapping my arms around myself.

"Any sign of a light switch?" the Doctor asks, draping his blazer around my shoulders.

I grab his shoulder, pulling him down and leaning up on my tip-toes so I could kiss his cheek, "ever so chivalrous," I smirk, pressing another kiss to his cheek and very much enjoying how his own face burns pink. "... thank you," I smile shyly, slipping my arms in.

"Can't see a thing," Mrs. Moore cuts in, smiling slyly when I jump. "But I've got these..." she rummages around in her bag and pulls out a headlight that she hands to the Doctor. "A device for every occasion," she smiles.

"Ooh!" the Doctor beams excitedly.

"Ooo, we've got gadgets, we're sneaking through tunnels, and you're wearing a suit!" I smile up at the Doctor. "It's like James Bond!"

"James Bond?" the Doctor looks down at me incredulously, making Mrs. Moore laugh as she keeps digging through her bag.

"Yeah!" I nod, bouncing on the balls of my feet as I bite my lip to try and not laugh.

"James Bond!?" he repeats in a higher tone and I couldn't help the giggle that slips when he pauses and tilts his head considerately. "... you really think so?" he asks, fixing his bow-tie.

"Yeah," I smile widely. "I especially like the bow-tie, it's cool," I tug on it.

"You're impossible," the Doctor shakes his head with a fond smile that makes my heart do an odd flip in my chest.

"... how do you put up with me?" I smirk up at him.

"Very carefully," he smirks back and I gasp with a loud 'Doctor!', slapping his arm as he laughs.

"Anyway," Mrs. Moore laughs when both of us jump this time. "Put it on," she orders the Doctor as she pulls on a headlight for herself.

"Haven't got a hotdog in there, have you?" the Doctor asks, slipping his headlight on and I giggle at the way it makes his hair stick up. "I'm starving!"

"Of all the things to wish for! That's mechanically recovered meat!" Mrs. Moore laughs.

"I know it's the Cybermen of food, but it's tasty," the Doctor grins.

"You're an idiot," I snicker, shaking my head.

"Oi-"

"A proper torch as well," Mrs. Moore cuts him off with a smirk, handing me a torch and looking highly amused with the two of us.

"Let's see where we are," I say through my giggles, turning the torch on.

I squeak, jumping back into the Doctor when the light shines on Cybermen lining the walls of the tunnels - there were so many of them. "Already converted, just put on ice," the Doctor murmurs, grabbing my hand. "Come on," he moves to walk in front of me and Mrs. Moore follows us.

The Doctor pauses in front of one of the Cybermen and taps on its face, making me give a noise of indignation. I sigh in relief when it stays still, the Doctor squeezing my hand reassuringly. "Let's go slowly," he advises softly. "Keep an eye out for tripwires," he warns and the three of us edge along the tunnels slowly, passing Cyberman after Cyberman. "How did you get into this? Rattling around with the Preachers?"

"Oh, I used to be ordinary," Mrs. Moore answers. "Worked at Cybus Industries - nine to five," she tells us and I look back at her with wide eyes. "Till one day, I find something I'm not supposed to on the mainframe... all I did was read it, then suddenly, I've got men with guns knocking in the middle of the night. Life on the run. Then I found the Preachers. They needed a techy so I... I just sat down and taught myself everything," she explains.

"That's quite impressive," I smile and she shrugs as if it weren't a big deal.

"It really is," the Doctor agrees, smiling over his shoulder. "What about Mr. Moore?" he asks curiously.

"Well, he's not called Moore," Mrs. Moore snorts, making me raise an eyebrow. "I got that from a book 'Mrs. Moore'," she smiles, making me snort quietly as I look back ahead. "It's safer not to use real names, but he thinks I'm dead... it was the only way to keep him safe - him and the kids," she explains and my heart aches for the woman, not being able to be with her family. "What about you, Doctor? Got any family or...?" she trails off and I look back to see her eyeing mine and the Doctor's joined hands with raised eyebrows.

I shake my head quickly with a blush and her eyebrows raise higher in disbelief.

"Oh, who needs family?" the Doctor scoffs, thankfully not noticing as he was still facing forward. "I've got the whole world on my shoulders!"

I squeeze his hand, making him pause briefly and send me a soft smile over his shoulder. "Besides, I've got Lizzie," he intertwines our fingers.

"... I hate you," I huff when Mrs. Moore snorts quietly.

"No you don't!" the Doctor smirks, poking my cheek with his free hand.

"Arse," I roll my eyes.

"What about you, Lizzie?" Mrs. Moore asks curiously.

"Oh, um... I've got my baby sister, Rose - we both do," I smile up at the Doctor, making him beam as he squeezes my hand.

"She's your younger sister?" Mrs. Moore asks, looking me over with a raised eyebrow.

"Problem?" I ask, trying not to smile.

"No, none at all!" she says quickly, her eyes widening.

"She's tiny," the Doctor smirks, using my head as an armrest to prove his point and I huff as he and Mrs. Moore laugh.

"Anyway, I've also got my mum and Mouse and the Doctor... they're my family," I smile, my face burning when the Doctor's smile widens to a huge, bright, and extremely attractive grin.

"Your turn, Mrs. Moore," the Doctor smirks back at her, running his thumb along my knuckles. "Go on then, what's your real name?"

"... Angela Price," she smiles. "Don't tell a soul," she points between us sternly.

"Not a word," the Doctor and I promise.

***

The Doctor, Angela, and I were still walking along the cooling tunnels. "Doctor? Lizzie?" Angela grabs our attention warily. "... Did that one just move?"

"It's just the torchlight," the Doctor waves off, gripping my hand a little tighter. "Keep going, come on," he murmurs just before a Cyberman turns to face us. "They're waking up, run!" he shouts.

The three of us run as fast as we can down the tunnel as all the Cybermen begin to wake up and march after us. We come up to a ladder and I hurry up with the Doctor and then Angela going after.

"Get up, quick! They're coming!" Angela shouts.

I take the sonic out of the Doctor's blazer - which was still around me - and use it to open the seal at the top of the ladder.

"Open it! Open it!" Angela calls up frantically.

I push the seal open and the Doctor and Angela hurry up the ladder with them both shouting for me to hurry up. Angela slams the seal shut and the Doctor takes the sonic from me, using it to lock the seal so the Cybermen couldn't get up to us. I bend over, putting my hands on my knees as I try to catch my breath.

The Doctor laughs, "oh, good team, girls!" he beams.

Letting out a relieved laugh, I pull Angela and then the Doctor into tight hugs. The Doctor laughs, wrapping his arms around my waist and I squeal as he lifts me and spins. "Doctor!" I giggle, beaming up at him when he sets me down.

The Doctor grins, grabbing my face in his hands and kissing my forehead. I blush when he and Angela chuckle at my bright smile. ''Alright, come on," I huff, rolling my eyes as I wrap my arms around myself and walk off.

***

The Doctor, Angela, and I creep along the dark, metal corridors. Turning the corner, the three of us jump back when a Cyberman steps out in front of us. "You will be upgraded," it states.

"Yeah? Well, upgrade this!" Angela scoffs, throwing something at the Cyberman.

It was a small, metal device that sticks to the Cyberman's chest. Electricity runs over the Cyberman's body and it convulses before dropping to the ground, seemingly dead. "That was brilliant!" I say in awe.

"What the hell was that thing!?" the Doctor exclaims delightedly as we walk over to the body.

''Electromagnetic bomb, takes out computers," Angela explains. "I figured it might stop the cyber-suit," she shrugs.

"You figured right," the Doctor smiles, kneeling down beside the Cyberman. "Now, let's have a look..." he takes the sonic and holds it against the Cybus logo on the Cybeman's chest. "Know your enemy... and the logo on the front... Lumic's turned them into a brand," he takes the logo off to reveal the wiring inside and I kneel down on the other side of the Cyberman to get a better look. "Heart of steel, but look...'' he puts his fingers inside, drawing out some pale, stringy stuff and I put my hand over my mouth as my stomach churns.

"... is that flesh?" Angela asks, bending down beside me to look, her face paling a bit.

''Hm... central nervous system," the Doctor mutters.

"Artificially grown then threaded through the suit so it responds like a living thing,'' I explain and then pause, cringing slightly. "Well, it is a living thing," I mutter.

"Oh, but look," the Doctor runs his fingers along an electrical chip just inside.

"Emotional inhibitor, right?" I make sure.

"Mm, stops them feeling anything," the Doctor nods.

"But... why?'' Angela frowns.

"It's still a person," I retort, looking down at the Cyberman sadly. ''Imagine if it could realize what it's become - they'd go mad,"I shudder at the thought.

"so... they cut out the one thing that makes them Human," Angela mutters.

"Because they have to," the Doctor nods, his voice soft.

Angela and I both jump when the Cyberman talks, "why am I cold?" it asks and my hand flies to my mouth as my face pales.

"Oh, my God," Angela gasps. "It's alive, it can feel!''

"We broke the inhibitor," the Doctor winces. "I'm sorry, I'm so sorry," he mutters gently.

"It's alright," I try to soothe it. "Can you remember your name?"

"Sally, Sally Phelan," it answers.

"You're a woman..." Angela mutters thickly.

"Where's Gareth?" she asks.

"Who's Gareth?" Angela asks gently.

''He can't see me... it's unlucky the night before," Sally mutters.

My heart aches as I realize what she means, "you're getting married," I whisper, tears prickling my eyes.

"I'm cold... I'm so cold," Sally whimpers.

"Shh, sweetheart, it's alright," I coo, stroking her cheek as a tear slides down mine

"Sorry," the Doctor mutters softly. "You sleep now, Sally, just go to sleep," he points the sonic inside the Cyberman's chest and buzzes it

The blue light goes out and I take a deep breath, wiping my eyes. The Doctor sends me a sympathetic smile, "Sally Phelan didn't die for nothing," he promises before his eyes widen. "Cause that's the key..." he breathes, making my own eyes widen as I catch on.

"The emotional inhibitor," I whisper.

''Exactly," the Doctor nods. "If we could find the code behind it - the cancellation code - then feed it throughout the system into every Cyberman's head..." he trails off.

"They'd realize what they are...'' I murmur, biting my lip.

"And what happens then?" Angela looks between us.

"... it would kill them," I whisper.

"Could we do that?" one Doctor frowns, looking at me with furrowed eyebrows.

"I think we have to, before they kill everyone else," Angela sighs and I chew on my bottom lip as I stare at Sally sadly. "There's no choice - we've got to."

Angela screams suddenly and I jump, looking up to see a Cyberman with its hand on her neck. The Doctor stands and yanks me behind him, making me stumble a bit. "No! You murdered her!" I scream, glaring at the Cyberman as two more come up on either side of the Doctor and I, trapping us.

"You didn't have to kill her!" the Doctor glares, pulling me flush against his back as I cling to his shirt.

"Sensors detect a binary vascular system," the Cyberman in front of us points to the Doctor. ''You are an unknown upgrade, you will be taken for analysis," it announces. "The rouge element will be deleted," it points to me.

The Doctor presses me even further into his back and levels a dark look at the Cyberman. "Don't. Touch. Her," he warns in a low growl, raising his sonic at it threateningly. "She stays with me."

I bury my face against the Doctor's back as my heart hammers in my chest while the Cyberman considers us. After a moment, it replies, "you will come with us."

The Doctor and I both breathe out in relief and he keeps me tight to his side as we're lead away by the Cybermen.

***

The two of us are marched into the central control room and I see Rose and Pete standing next to each other. I break away from the Doctor and run to Rose, throwing my arms around her and she holds me close, nuzzling her face against my neck.

"We've been captured, but don't worry!" the Doctor starts off sarcastically. "Rose and Pete are still out there, they can rescue us! Oh, well... never mind," he sighs and I roll my eyes as he comes over, loosening his bow-tie. "You ok?" he lowers his voice to a soft murmur.

"Yeah," Rose nods, pulling away from me and hugging the Doctor tight. "... but they got Jackie," her voice cracks.

"I'm sorry..." I mutter to Pete, putting a hand on his shoulder and he nods stiffly. "Mrs. Moore, she- she didn't make it either," I whisper, tears pickling my eyes.

The Doctor pulls away from Rose and taps under my chin with a sad smile before turning to the Cybermen around the room, "and where is he? The famous Mr. Lumic? Don't we get the chance to meet our Lord and Master?" he taunts, shoving his hands in his pockets.

"He has been upgraded," one of the Cybermen answers.

"So... he's just like you, then?" I ask, raising an eyebrow and folding my arms as I lean against one of the control panels.

"He is superior," it corrects. "The Lumic Unit has been designated Cyber Controller."

The Doctor, Rose, Pete, and I turn as huge sliding doors open. Mr. Lumic - now a Cyberman - rolls into the room on a huge, throne-like chair that was covered in wires and tubes.

"Oh..." I breathe out.

"He has been upgraded," a Cyberman answers.

"This is the Age of Steel... and I am its Creator!" Cyber-Lumic announces.

I jump slightly when screams start to ring through the room from speakers, gripping onto Rose's hand. "That's my friends at work! Good boys!" the Doctor beams. "Mr. Lumic, I think that's a vote for free will!" he clicks his tongue and winks with a wide grin.

"I have factories on seven continents - if the ear-pods have failed, then Cybermen will take humanity by force," Cyber-Lumic retorts, uncaring. "London has fallen, so shall the world! I will bring peace to the world! Everlasting peace, and unity, and uniformity!"

"Yeah, and what about imagination?" I put in.

"Exactly," the Doctor points to me. "The one thing that lead you here: imagination! You're killing it, dead!"

"What are your names?" Cyber-Lumic asks.

"Lizzie," I shrug.

"I'm the Doctor," he answers.

"A redundant title! Doctors need not exist - Cybermen never sicken," Cyber-Lumic retorts and I sigh, shaking my head.

"Yeah, but that's it! That's exactly my point!" the Doctor exclaims, moving forward and giving me a clear 'stay-put' look.

I huff quietly, narrowing my eyes at Rose playfully when she snickers from beside me.

The Doctor gives an exasperated sigh, shaking his head, "oh, Lumic, you're a clever man... I'd call you a genius, except I'm in the room," he smiles smugly. " Well... and my Lizzie," he beams at me over his shoulder. "One hundred percent brilliant, she is!" he wiggles his eyebrows, winking when my face burns bright. "But everything you've invented," he turns back to Cyber-Lumic. "You did to fight your sickness and that's brilliant, that is so Human!" he praises as he starts to pace slowly in front of him. "But once you get rid of sickness and mortality, then what's there to strive for? Eh? The Cybermen won't advance, you'll just stop! You'll stay like this forever! A metal Earth with metal men and metal thoughts, lacking that one thing that makes this planet so alive - people! Ordinary, stupid, brilliant people!"

Cyber-Lumic is quiet for a moment, "you are proud of your emotions?"

"Oh, yes!" the Doctor grins.

"Then tell me, Doctor: have you know grief, and rage, and pain?"

"Yes, yes I have."

"... and they hurt?"

"Oh, yes," the Doctor nods, glancing at me briefly.

"I could set you free," Cyber-Lumic offers. "Would you not want that? A world without pain?"

"You might as well kill me," the Doctor replies instantly.

"Then I take that option," Cyber-Lumic announces, making me freeze and grip Rose's hand a bit tighter.

"It's not yours to take," the Doctor scoffs. "You're a Cyber Controller, you don't control me or anything with blood in its heart!"

"You have no means of stopping me," Cyber-Lumic retorts. "I have an army, a species of my own!"

"You just don't get it, do you?" the Doctor sighs, rubbing his hands down his face. "An army's nothing! Cause those ordinary people, they're the key! The most ordinary person could change the world! Some ordinary man or woman... some idiot..." he trails off meaningfully, glancing up.

I frown slightly, following his line of sight to a security camera with a red, flashing light. A small smirk pulls on my lips, "hm... I'd even go as far as saying that a creature as simple as a mouse could do it," I send a discreet wink to the camera.

"Oh, without a doubt!" the Doctor agrees, smiling widely "All it takes is for him to find... say, the right numbers... say, the right codes... say - for example - the code behind the emotional inhibitor? The code right in front of him? Cause even an idiot knows how to use computers these days! Knows how to get past firewalls and passwords... knows how to find something encrypted in the Lumic Family Database under... what was it, Pete? Binary what?" he clicks his fingers at him.

Pete cups his mouth, "binary nine!" he answers loudly.

"An idiot could find that code... the cancelation code and he'd keep on typing," the Doctor smirks. "Keep on fighting! Anything to save his friends," he gives the camera a pointed look.

"Your words are irrelevant!" Cyber-Lumic dismisses him.

"Talk too much, that's my problem!" the Doctor snorts loudly, making Rose and I share a wide grin. "Lucky I got you that cheap tariff, Rose!" he looks over at her. "For all our long chats... on your phone," he mimes at the camera.

"You will be deleted!"

"Yes! Delete, control, hash; all those lovely buttons!" the Doctor grins. "Then, of course, my particular favorite: send!" he taps an imaginary button.

"But let's not forget how you seduced all those ordinary people in the first place," I smile, rocking on my heels. "By making every bit of tech compatible with everything else!"

Rose's phone beeps, "it's for you," she chucks it to the Doctor, who catches it without looking.

"Like this!" the Doctor shoves Rose's phone into a port on the control panel.

Immediately, the Cybermen in the room scream out and moan in pain, clutching their heads as the code flashes on every screen. Tears well up in my eyes when I see one of the Cybermen catches sight of itself in a mirror. The Cyberman touches its reflection gently, whimpering.

"I'm sorry," the Doctor tells it gently.

"What have you done!?" Cyber-Lumic screams.

"He gave them back their souls, you heartless bastard!" I shout, a tear sliding down my cheek.

"They can see what you've done, Lumic, and it's killing them!" the Doctor shouts.

I grip Rose's hand and we all make a run for it.

"Delete! Delete! Delete!" Cyber-Lumic screams after us.

***

The Doctor, Rose, Pete, and I run through the corridors, explosions happening all around us as the Cybermen's heads explode from being overloaded. Rose and I scream - me yanking her out of the way - when there's an explosion right next to us. The Doctor rips open an exit door, only to slam it shut on the screaming Cybermen on the other side. "There's no way out!"

"It's Mickey!" Rose shouts and I see her mobile to her ear. ''He says to head for the roof!"

***

The four of us get to the roof and my eyes widen when I see a zeppelin flying toward us. "Mickey, where'd you learn to fly that thing?" Rose asks incredulously, only to laugh a second later.

"Playstation?" I guess and she nods, making me snicker.

The Doctor, Rose, Pete, and I hurry forward. I flinch at the explosions but snort loudly when a ladder comes down from the zeppelin. Pete groans, "you've got to be kidding!"

"Lizzie, Rose, get up!" the Doctor shouts, pushing us toward the ladder.

I push Rose up and then quickly climb up after her with the Doctor and then Pete below us.

"Welcome to Mickey's Airlines! Please enjoy your flight! Whoo!" Mouse cheers over the zeppelin speaker.

"We did it! We did it!" Rose and I cheer, clinging to the ladder.

Suddenly, the ladder is jerked down sharply, making Rose and I scream when we nearly fall. My heart beating rapidly in fear, I look down to see that Cyber-Lumic was climbing the ladder. "Pete!" the Doctor calls down. "Take this!" he drops the sonic down to him and I'm relieved that he actually catches it. "Use it! Hold the button down! Press it against the rope! Just do it!"

''Jackie Tyler, this is for her!" Pete shouts, holding the sonic against the rope.

After a moment, the rope snaps and the bottom half of the ladder falls, taking Cyber-Lumic with it, screaming all the way down into the exploding power station.

***

Inside the zeppelin, Rose and I run to Mouse, throwing our arms around him as he pilots, ''-Mickey!" ''-Mouse!"

"Oh, my God, are you ok?" I ask, pulling away and Rose wraps her arms around him tighter as she closes her eyes, nuzzling his shoulder.

''Fine," Mouse nods. wrapping an arm around Rose.

I smile and then pull Jake into a tight hug, shocking him a bit before he wraps his arms around me. I pull away and then hug Pete quickly before moving to the Doctor and wrapping my arms around his waist tightly. I snuggle against him as his arms go around me tightly, breathing out when I hear his hearts. The fear seems to catch up with me and I tighten my hold on him as silent tears start to slide down my face. The Doctor buries a hand in my hair, pulling me closer. "It's alright, love, it's over," he coos softly, rubbing circles into the small of my back with his thumb.

***

I stand beside the console in the TARDIS while the Doctor plugs in the cell. The blue box hums to life and the lights come back on. I smile widely, "I'm glad you're back, girl," I pat the console and she hums happily, singing in my mind.

I snort when I see the Doctor stroking the console and cooing to the TARDIS softly. I pat his arm, "I'll give you two a moment alone," I smirk, making him roll his eyes but he makes no move to stop what he was doing.

I shake my head with a smile and go outside. Rose was talking with Pete and I walk over, hearing Pete ask about the TARDIS. "Do you want to see?" Rose asks him.

"No, I don't think so," Pete shakes his head. "But, you three... all that stuff about different worlds," he looks between Rose and me. "Who are you?"

I glance at Rose, messing with the Doctor's blazer that was still around me, '' it's... imagine there's different worlds - parallel worlds - with another Pete Tyler and Jackie Tyler's still alive..." I trail off, Pete nodding along with what I'm saying. "... and their two daughters-"

"I've gotta go," Pete's eyes widen as he looks between Rose and me, starting to back away.

I reach out, grabbing his arm, "but if you just look," I plead, tears welling up.

"No, I can't," he pulls away and I wrap my arms around my waist tightly. "There's all those Lumic factories out there... all those Cybermen still in storage; someone's got to tell the authorities what happened, carry on the fi-"

"Girls?" the Doctor pokes his head out of the TARDIS, his eyes lingering on me as I get a pang of worry. "I've only got five minutes of power... we've got to go," he jogs over.

"The Doctor could show you..." Rose's voice cracks.

"Thank you, for everything," Pete looks between the three of us, backing up more.

"Dad..." Rose and I mutter thickly, her taking a step forward.

"Don't, just- just don't," he shakes his head, turning and walking away.

My heart aches and I turn into Rose, who wraps her arms around me tightly, burying her face against my neck as she shakes slightly.

"Here it is! I found it!" Mouse calls and I look over Rose's shoulder to see him running up with Jake. "Not a crease," he grins, handing the Doctor his suit.

"My suit! Good man!" the Doctor takes it, beaming. "Now then, Jake," he turns to the blonde. "We've got to run, but one more thing: Mrs. Moore, her real name is Angela Price. She's got a husband out there, and children. Tell them how she died saving the world," he tells him and a small smile pulls at my lips.

"Yeah, course I will!" Jake smiles.

"Off we go, then!"

I pull away from Rose and hug Jake tightly, "bye," I squeeze him, pulling away and smiling up at him.

Jake smirks and pulls away completely, taking my hand in his. My face heats up when he sends me a wink, "see ya round, gorgeous," he presses a kiss to the back of my hand.

I get a pang of anger, making my face heat up more. Rose snickers, "you better watch that around the Doctor!"

I huff when Jake's smirk widens and I turn away, only to see the Doctor staring at Jake with a slight scowl. Groaning under my breath, I walk over to him and grip his hand in mine - which he tightens his hold on as he intertwines our fingers. "Can we go home now?" I almost beg.

"Yes, must be going," he nods to the TARDIS, still with a barely-there scowl.

"Uh, the thing is..." Mouse trails off, making me look over with a frown. "I'm staying," he shifts on his feet and it feels like the wind's been knocked from my lungs.

"You're doing what?" the Doctor frowns, staring at him.

"... you can't," Rose shakes her head, her voice cracking.

"It sort of balances out, cause this world lost its Ricky,'' Mouse shrugs, his voice thick. "But there's me and there's work to be done with all those Cybermen still out there."

"But you-" I cut myself off when my voice breaks, taking a deep breath as tears well up. "You can't s-stay," I whisper, a tear sliding down my cheek as he turns to me.

"Bird, my gran's here, she's still alive," Mouse smiles. "My old gran, do you remember her?"

"Yeah," I nod, wiping at my eyes.

"... she needs me."

"What about me?" Rose cuts in."What if I need you?''

"Yeah, but... Rose you don't," Mouse shakes his head. "It's just the three of you, isn't it?" he looks between the Doctor, Rose, and I. "We had something a long time ago... but not anymore," he smiles sadly.

Rose folds her arms, wiping at her eyes furiously. I choke out a sob, throwing my arms around Mouse, his arms going around my waist and he sniffles quietly, burying his face against my hair. "What am I supposed to- to do without you? It's Mouse and- and Bird against the universe," I tighten my hold on him. "I n-need you," I whisper.

"No, you don't," Mouse squeezes me. "You belong out there - seeing the stars," he smiles and I clutch onto his shirt as silent tears stream down my face. "You've gotten so strong... I'm so proud of you, my Bird."

"But that's the point! I'm your Bird and you're my Mouse - I do need you," I argue, refusing to let go of him as my heart aches. "... please," I plead in a small voice.

"I'm sorry," Mouse squeezes me again. "You'll be ok, though; you've got your Doctor and Rose and your mum... you'll be fine without me."

"Well, we'll come back," Rose cuts in desperately and I pull away from Mouse, feeling awful when I see her heartbroken expression. "We can travel anywhere - come and see you, yeah?" her voice cracks.

"We can't," the Doctor shakes his head sadly. "I told you: travel between parallel worlds is impossible. We only got here by accident. We... we fell through a crack in time. When we leave, I've got to close it... we can never return," he explains, looking at Mouse intently as Rose and I cry silently.

"Doctor," Mouse straightens, holding his hand out.

The Doctor grins, shaking his hand, "take Rose's phone, it's got the code - get it out there, stop those factories... and good luck, Mickey the Idiot,'' he slaps his cheek lightly with a smirk.

"Watch it," Mouse warns playfully.

I pull Mouse into one last hug, "I- I love you," I whisper, voice cracking as I tighten my arms around him.

"I love you too," he replies, his voice thick as he buries his face against my hair. "Come on," he pulls away, gripping my shoulder in one hand and cupping my cheek in the other. "Give me one last smile, yeah?'' he smiles.

I take a hiccuping breath, holding onto his forearm and the hand that was on my face. I give him a sad smile before pulling away reluctantly and the Doctor wraps an arm around my shoulders, leading me into the TARDIS. The door shuts behind us and I clutch onto him, sobbing into his chest as he strokes my hair and shushes me gently.

3rd Person POV:

Rose had watched Lizzie and the Doctor walk into the TARDIS, refusing to look at Mickey as tears stream down her face. Jake moves away to give them a bit of privacy as he waits for Mickey. Mickey shoves his hands in his pockets, kicking at the ground. "Thanks," he mutters, making Rose look at him and his heart clenches. "We've had a laugh, though, haven't we?" he tries for a smile, but it's ruined by his voice cracking. "Seen it all, been there and back... who'd of thought, me and you and Bird off that old estate... flying through the stars?"

Rose cracks, wrapping her arms around his neck and choking out a sob, "please, don't stay?" she couldn't help but ask, her voice thick with tears.

"I've got to," Mickey shakes his head as he wraps his arms around her waist and Rose tightens her hold on him. "Rose, I can't keep... waiting for you," he murmurs.

"You're with us now, though," she argues.

"Except I don't want to travel forever and you'd never stay, would you?" he asks and Rose's silence was all he needed for an answer and he pulls away, cupping her face.

"I'm sorry," she cries, grabbing his forearm and he wipes a tear away with his thumb. "I never meant to push you aside... I love you," she whispers. "I've always loved you and I'll never stop whether you're with me or not," she promises.

"I love you too... it just wasn't enough, was it?" Mickey smiles sadly. "Goodbye, Rose," he pulls her to him and presses his lips to hers.

Rose grabs his face in her hands and kisses him back softly, tears running down her face and one sliding down his cheek as he wraps an arm around her waist. Before Rose can deepen the kiss any further, though, Mickey pulls away. He had to or he wouldn't have been able to let her go - wouldn't have been able to stay. "Go on... don't miss your flight," he nods to the TARDIS.

1st Person POV:

The door opens and I look to see Rose come in. My heart clenches painfully - a wave of worry hitting me - at the sight of her tear-stained cheeks and red eyes. "Rose..." I mutter cautiously.

Rose launches herself at me, wrapping her arms around my shoulders and sobbing into my neck. I shush her gently, sharing a concerned look with the Doctor. "Can... can you take us to see mum?"

"Whatever you girls need," the Doctor smiles sadly, giving us each a kiss on the head before moving to start the engines.

***

The second the TARDIS lands, Rose and I run out to see we were in our living room and mum standing in the kitchen doorway.

"You're alive..." Rose stares at her. "Oh, mum, you're alive!" she cries as the two of us throw our arms around her.

Mum gasps, stumbling a bit, "well, I was the last time I looked! ... what is it? What's happened, girls?" she asks worriedly, making Rose and I clutch her tighter as we stay silent. "What's wrong? Where did you go?"

"Far away," the Doctor answers, swallowing thickly. "That was... far away," he sighs.

"... where's Mickey?" mum asks hesitantly and Rose lets out an almost inaudible whimper and I bury my face against mum's neck.

"He's gone home," the Doctor murmurs softly.

***

After explaining more to mum about where Mouse had gone - only enough for her to sort of understand - Rose had passed out on the sofa. I had cleaned whatever I could find, mum was in her room, and I had no idea where the Doctor had run off to. It didn't take me long to find him, though. When I open my bedroom door, he was leaned against the headboard on my bed with one of my sketch-books; his blazer, tie, and shoes off. "When did you draw this?" he asks, not looking up.

I move over and climb into my bed to sit beside him and he wraps an arm around me so I could snuggle into his side. I look at the sketch and my face burns - it was the one of him I'd drawn, "after we first met," I mutter, pulling the covers over me.

"It's really good," the Doctor smiles and I blush more. "Do you want to talk about it?" he asks, setting the sketch-book on the bedside table.

I chew on my bottom lip and wrap my arms around the Doctor's waist, leaning my ear against his chest so I could listen to his steady heartbeats. The Doctor runs his fingers through my hair, letting me collect my thoughts for a few minutes. I take a deep breath, tears welling up, "it's... always been Mouse and me since we were little and he was my rock for so long and-" I cut myself off, my arms tightening around the Doctor as my voice cracks. "Now he's- he's gone... my one constant that wasn't Rose or mum..." I whisper, squeezing my eyes shut tight.

"It'll be hard," the Doctor murmurs quietly, moving his arm to wrap around me and I feel... warm and safe being held by him with his hearts beating against my ear. "But you'll be ok - you've got Rose and your mum still... and you've got me."

I clutch onto his shirt, breathing out a bit shakily, "I- I don't know what I'd do without you," I admit shyly, not looking up but feeling the Doctor's arm tighten around me.

"Well, you never have to find out," the Doctor promises, making my lips twitch up in a smile. "You're stuck with me, tiny," he presses a kiss to the top of my head.

"You're just as stuck with me, twig," I snort quietly.

"Good," the Doctor murmurs against my hair, pinching my side lightly. "Cause I don't know what I'd do without you either..."

Snuggling closer to the Doctor, my heart races and my face burns. It never ceases to amaze me that - even when I'm completely broken up - the Doctor can make me feel so... so light and happy and... loved. "Doctor, I..." I trail off and hear his hearts pick up a bit as slight fear washes over me. "I... Doctor, I-" I curl my fist tighter in his shirt, feeling as if I'm going to be sick. "I'm glad that you're here," I chicken out.

I squeeze my eyes shut, feeling so stupid for almost ruining what we have cause I, what? Decided now was a good time to tell him how far gone I am for him? What if I'd told him and it turns out he doesn't really feel the same? That I've been hearing and seeing what I want to? I mean, I'm just a shy, clever girl from London and he's... amazing.

The Doctor forces my chin up and I register waves of guilt and hurt washing over me as he looks me over, his features soft. "Of course I'm here... how could I be anywhere else when you need me?" he runs his thumb along my jaw, smiling softly.

"... you were wrong, you know," I look up at him shyly and he raises an eyebrow in question as he continues to run his thumb back and forth against my jawline, sending shivers down my spine. "It, um..." I trail off, trying very hard to ignore his smirk that was forming and clearing my throat. "It's the other way round," I mutter.

"What is?" he asks, his thumb moving to my neck and his smirk widens when I take in a shuddering breath.

"When you said you don't deserve me... it's the other way round," I elaborate, my blush moving to my ears and neck. "I... I've no idea what I could have done to deserve someone like you in-" I stop, my breath hitching when he runs his thumb up my throat slowly.

"Lizzie..." the Doctor trails off, staring at my lips with darkened eyes and my stomach twists up, my heart studdering. "You should get some sleep," he smiles, though it doesn't reach his eyes and he works his jaw as he lets me go.

I nod mutely, moving away from him and turning as I pull the covers over myself tighter. I feel so... exposed and vulnerable now and I just want to sink into my bed, never come out. I feel a pang of guilt and I squeeze my eyes shut, knowing that he can feel my hurt - even if that wasn't the only thing I was feeling at the moment - and it makes me want to curl up and disappear. Why has he got to do this to me? Make me want him more and more and then pull away?

3rd Person POV:

It had been one of the longest hours in the Doctor's life - pretty high up on the list as well - that it took Lizzie to fall asleep. It had felt like there was an electric current connecting him with her and he had been hyper-aware of every little movement she made. But, he didn't want to leave her in case she woke up... he was here because she needed him. That had been the closest he'd come to snapping, though, and the way she'd been looking up at him and the way she reacted to him hadn't helped at all... or his damn mind that was so very helpful as to supply images of exactly what he wanted. She was so trusting and innocent and his thoughts were anything but innocent when he heard her breath hitch, felt her pulse quicken as he ran his thumb over her skin. It was so soft and warm and he had wondered - not for the first time, mind you - how it would feel against his own.

The Doctor shakes his head and looks down at the small brunette who'd been asleep for about four hours. She'd turned back around in her sleep and was curled against his side now, making the Doctor feel tense and wound. He knew it was stupid to tease her, to even allow himself to but it was so easy and her reactions just encouraged him. It was a way of... claiming her as his even if he was too scared to actually have her. Of letting her know how he felt without having to voice it. It was why after his small little 'revelation' in France, he'd taken to calling her his - his Lizzie, his tiny... his. It felt right and the blush that colored her cheeks when he did made it worth it but... he was hurting her. The teasing and holding her and calling her 'his' was hurting her and that was something he couldn't stand. It made him feel horribly selfish, but he couldn't stop himself and at this point, it was pointless to try.

Lizzie whimpers quietly in her sleep as a nightmare hits her, her breathing becoming erratic and snapping the Time Lord from his thoughts. The Doctor strokes her cheek with his thumb, pressing a kiss to her forehead and shushing her gently, "it's alright, love," he whispers against her skin, smiling slightly when she relaxes against him, her breathing calming down. "What am I gonna do about you, then? Eh?" he whispers, moving to lay on the pillow so their faces were even. "I can't send you away... it's not an option," he runs a finger along the back of her hand and up her arm, becoming fascinated with the fact that even when she's asleep, her skin gets goosebumps from his touch. "It's bloody useless," he groans under his breath, turning onto his back and folding his arms to keep them firmly to himself. "If you hadn't stopped yourself... I'd've been powerless," he sighs, running a hand down his face. "Maybe Rose was right and I'm trying to fight a losing battle..." he trails off miserably, glancing at Lizzie... his Lizzie.

A/N: bye, Mickey Mouse! :( The end of this chapter was not good for Rose or Lizzie at all, poor girls! At least Lizzie has the Doctor to look after her! Thanks for reading and let me know what you think by dropping a comment or a vote! :*