Frank and the Doctor both peaked into the empty hall, looking both directions before slipping out.

"So... How did you figure out that wasn't the same Dallon?" Frank asked, quietly.

The Doctor straightened, slipping out of the room and gesturing Frank along. "It wasn't only the twitch, bit there was a noise he made as well."

"I didn't hear anything."

"Well, maybe you listen to your music too loud, Frankie."

"Alright, mom."

The Doctor shot Frank a look that said, "you little shit", but audibly said nothing. They simply snuck down the hall. They were nearing the end of it, when a door ahead of them opened.

"Over!" The Doctor whispered, pushing Frank over to an indent in the wall. Frank felt his face heat up with his closeness to the Doctor. Their bodies were pressed closely together, to make them both fit into the small space. Frank was so busy with that aspect of the situation, that he almost didn't catch the voices in the hall.

"Will he be okay?" A fearful voice asked.

"He should be back to you quickly." A different voice replied, "He's just going to take a quick visit to the infirmary."

"Alright..."

"Go back to bed, ma'am. It will only be an instance."

"Wonder what's happening..." The Doctor mumbled. He didn't seem to be nearly as affected by the closeness as Frank was. Frank couldn't even respond.

Footsteps began to move down the hall, away from the time lord and human. After a moment, the Doctor slipped back into the hall. Frank let out a breath of air as the Doctor slid away from him. That was possibly more nerve wracking than the reason they were hiding.

"Come on then, Frankie, before we completely loose them!" The Doctor whispered, gesturing the shorter man along.

Frank did as instructed, following the Doctor down the corridor. As they reached the end of the hall, Frank caught sight of a hooded figure leading a man through the discarded vender booths.

"That looks like a guy that nearly ran into me earlier." Frank remembered out loud, "After we spoke to Dallon, he was rushing to that direction..."

"Then we've got our man." The Doctor grinned at Frank before a questioning look crossed over his face. "Our alien? The universe is always throwing different things at us, it could be a cat for all we know..."

"Doctor, we're loosing him." Frank pointed to a spot across the large room, where the hooded figure was disappearing into a small elevator with the man.

"Right." The Doctor nodded as the doors pulled closed, "Come on!" They hurried across the room until they reached the elevator. The Doctor pulled out his sonic, holding it close to the door as Frank watched the path they had taken to this point.

"What do we hope to accomplish through this?" Frank asked, lowly, listening to the buzzing of the sonic screwdriver.

The Doctor hummed, letting out a soft 'aha!' before turning to Frank. "Figuring out what these lower levels are, as well as finding the real Dallon! He seemed like a nice fellow."

The Doctor ushered Frank to the opening elevator door, stepping inside and holding his sonic to the elevator buttons. Frank watched the doors close before turning back to the Doctor.

"But what if there never was a Dallon?" He asked, "What if it was always whatever that thing was?"

The Doctor tilted his head at Frank. "It very well could be." He nodded, "At the same time, however, Dallon could still be someone we can save. Not every case turns out like Brendon and Ryan."

Frank blinked at the Doctor. "I never mentioned them..." He said, quietly. The Doctor frowned, stepping closer to him.

"You're clearly still hurt from it, though." He replied, simply. "I know it's hard to loose the lives you can't save, but think of the ones we can. If I could go back-"

"You have a time machine." Frank cut him off, blurting out his words without thinking. He bit his lip before looking up at the Doctor. "Why can't you?" He asked almost silently.

"There's rules." The Doctor sighed, "Rules that I hate, but have to follow. Time is a messy thing. Then you also have fixed points in time that cannot be changed, no matter what you try to do to prevent it. Not to mention-"

The Doctor was cut off by the elevator 'pinging' softly. He turned to the door, stepping closer to it while simultaneously standing protectively in front of Frank.

The doors opened, revealing a warehouse like atmosphere. Tools and tables were scattered everywhere, with shabby, flickering lights hanging from the ceiling. It seemed like something from a cheesy horror movie from Frank's era, until you stepped into the room.

"Stay behind me." The Doctor instructed Frank as the two stepped out of the elevator.

Frank nodded, turning his head to the side. "Doctor!" He cried out, immediately neglecting the Doctor's instruction as he ran across the poorly lit room.

"Why does no one listen to the doctor!?" The red headed time lord complained, spinning on his heels to see where Frank ran. He immediately saw why Frank had hurried over.

Several tubes of glowing liquid lined the wall. Some holding only some body parts, while others held full creatures. In the one that Frank had ran to, a tall, unconscious figure was suspended in the liquid in only underwear.

"Doctor! It's Dallon! You were right, he's here, but is he still alive?" Frank tapped the tube, getting no response.

The Doctor hurried over, looking over the tube. Dallon's had a green light, however, the others only had a red light. "I don't know..." The Doctor mumbled, turning his attention back to Dallon's tube. Frank went to tap the glass again, but the Doctor caught his hand. "No, no, don't do that... It's like fish, I don't think he'd like that..."

"He's unconscious, Doctor."

"How'd you feel, getting woken up by someone tapping your fish tank? It's a very rude awakening if you ask me..."

"I doubt he was put in there of his free will, Doctor!" Frank exclaimed, looking at the figure worriedly. What if they wouldn't make it in time to save him?..

"He did put up a bit of a fight, but sedation was quite simple." An unfamiliar voice made the Doctor and Frank both spin to face away from Dallon. A man stood in front of them. His bald head somehow shined in the dim lighting, although, it wasn't the only thing that shined on him.

"Blimey, is that a metal hand?" The Doctor questioned, pointing to the man's metallic hand that extended up his arm. "That's pretty neat!"

The man smirked, flexing his metal appendage. "A personal upgrade. My most successful, compared to the others."

"Others?" Frank asked, nervously.

The man gestured to the tanks behind the time lord and human. "Other travelers here, mostly. The defective ones."

"Defective?" The Doctor asked in confusion, "People aren't defective."

The man shook his head. "That, sir, is where I must correct you." He walked over to one of the several tables around the room, picking up a small knife. "People and aliens alike are very much defective. Bones break so easily, emotions cloud judgments so well, and some creatures are just unreasonable." The man laughed, playing with the knife in his hand.

"I'm sorry, not to sound rude, but who are you to decide this and then abduct creatures for upgrades?" The Doctor asked, beginning to shift himself in front of where Frank stood. "I'm The Doctor by the way, time lord, nice to meet you."

The man's eyes widened. "Time lord? You're just legends now, aren't you?" He laughed again, watching the Doctor's movements. "Doctor... That's a funny title, when I'm the one improving people down here before sending them back up."

"But Dallon's right here." Frank said, turning to make sure the tall man was still suspended in the strange goo. "What did you do, clone him?"

"Essentially." The man shrugged, "I made a better copy. Like my arm, although his was more of a prototype form. First one to really work..." He shot a glare at the Doctor. "You ruined it, didn't you?"

The Doctor shrugged. "I upgraded it to deactivation mode." He replied simply.

The man looked furious. "That took me weeks to perfect!" He boomed at the Doctor, "Weeks of mulling around this ship, collecting and killing so many for only failure... Then this one came along, brain tumor that nearly killed him, but he made it through. A perfect damaged good."

"That's sick..." Frank muttered, actually feeling ill to his stomach after hearing the words that spewed from the man's lips.

"You killed, for the sake of what?" The Doctor had that tone that he had with the tentacle alien, "Self gain? For a bloody robot hand and a tumor that can so easily be removed in this day and age?"

"For perfection!" The man argued, tapping the knife against his metal hand in a quick, four beat, pattern. "To upgrade from natural error! Him!" He pointed to Dallon, "He was an imperfection! I downloaded his memories into the surrogate as best as it would allow-"

"Imperfections are what make creatures perfect." The Doctor snapped, looking at the man in disgust. "Perfection is unobtainable."

The mad grinned madly, shaking his head. "With my upgrades, it will be all too well of a possibility." He began to step back, making the Doctor step forward. The man held out his knife, "AH! Not another step, Doctor." He cackled, using his free hand to reach into his pocket. "I see the death thing really made you mad. Wouldn't want another on your hands, would you?" He pulled out a small remote, pointing it past the two figures. His finger hit a button, causing the tube containing Dallon to begin making noises.

"What'd he do?!" Frank spun fully to the tube, watching the light on it begin to flash. Dallon's eyes shot open as well, looking around in a panic. "Doctor!"

"Him or me, doctor!" The man laughed, backing up quicker.

The Doctor started after him, but he couldn't. There was still a chance to save Dallon. He turned to the humans, who were both hitting the glass in desperation.

"So long!" The man cried out, in a final farewell. He threw the remote as he ran. It slid across the floor, near Frank's feet. He scrambled to pick it up as the Doctor held his sonic up to the hatch of the tube.

"What do I do!?" Frank cried out, looking between the desperate Dallon and the remote.

"Don't hit the red button!" The Doctor yelled, adjusting the settings on his device. "Red is usually bad! Bad things happen with red, bulls have the right idea to associate it with anger!"

Frank looked at the buttons in desperation. The buttons were weird sizes and colors that he couldn't understand. How was this supposed to work!? How ere they going to get Dallon out?

The Doctor pried at the lid of the tube as Dallon tried to help push against it. It just wasn't working. Dallon seemed to be struggling to keep his eyes open.

"What do we do!?" Frank cried out, watching Dallon's eyes begin to roll back in his head. Before the Doctor could even reply, Frank simply acted on instinct. He pulled his arm back and chucked the remote at the tube. The remote sailed through the air, connecting with the tube's shell and causing it to crack. The crack quickly spread, sending the contents pouring out. Dallon fell, but was quickly caught by the Doctor.

"Frank! Definitely not the red button, good job?"

"Is he alright!?" Frank rushed over to where the Doctor was lowering the other human to the ground.

"I'm not a medical doctor, Frankie, I need more than a look to tell!" The Doctor exclaimed, holding two fingers to Dallon's neck. He was quiet for a moment before nodding. "Got a pulse, he's good."

Frank let out a shakey breath, looking down at Dallon. That was close. That had been very close.

"Watch him. I'll be back." The Doctor told Frank as he hurried off after the man that had done this. Frank stayed put. He looked over Dallon, who was starting to shiver.

Frank slid off his jacket and rested it over Dallon's ooze covered figure. Hopefully, the tardis had a washing machine. It had an endless library, so Frank wasn't too worried. He sat with the unconscious figure for a few minutes longer before the Doctor came back with a look of slight frustration on his face.

"There's an escape pod down here." He sighed, "He took it... Along with the man we saw lead down here earlier..."

Frank looked over the Doctor's expression and body language. He was extremely frustrated, with a hint of distress in his stance. Frank reached out and held the Doctor's wrist.

"At least we saved someone." Frank smiled weakly, holding tightly to the Doctor's wrist.

The Doctor smiled at Frank before looking over at Dallon. "Yea... Guess we did. That's pretty fantastic in itself, isn't it?"

Frank held the smile on his face as the Doctor looked at Dallon's figure. "Let's get him out of here." The Doctor suggested, "I can let him us the space cat shock blanket. I really find that one amusing, hope it helps."

"I'm sure it will, Doctor." Frank nodded, releasing his wrist. He helped the Doctor lift the long man from the floor, to the elevator, and back to their room. As they rested Dallon on one of the metallic painted beds, Frank looked back at the Doctor. "What about the other passengers?" He asked.

The Doctor nodded, pulling out his sonic screwdriver. "Already on it." He grinned, "Watch him for a moment, yea?" Before Frank could reply, he was already out the door.

Frank just sighed, turning to look at Dallon. He was tilting his head to the side, as if he was beginning to wake back up. Frank smirked at the galaxy cat blanket covering Dallon. It was quite more kitten covered than Frank had anticipated when the Doctor first offered it.

Dallon groaned as his hand reached up for his head. "I feel like I'm gonna throw up..." He said, opening his eyes just slightly.

"I don't think we have a wall matching trashcan in here." Frank said, stretching his hands above his head with a yawn.

"Where am I?" He muttered, looking around from where he was laying. He groaned, "Why do I always have headaches waking up here?.."

"Maybe it was because some weirdo was trying to 'upgrade' you and then replacing you with a robot." Frank said, leaning against the tardis after making air quotes at the 'upgrade' part of his sentence.

Dallon looked at Frank in a tired confusion. Frank just pointed over to where the android was still twitching slightly against the table. Dallon's eyes grew wide as he looked at it.

"That thing looks like me?" Dallon questioned, propping himself up on his elbows. "That thing is me? I thought cloning was illegal?"

"Robot versions haven't been discussed in courts yet." The Doctor replied as he strolled back into the room. He smiled warmly at Dallon. "Glad to see that you're well."

"Thanks?" Dallon replied, blinking at the time lord. "Doctor?.."

The Doctor nodded. "We met a bit earlier. Before the robot thing." He said, nodding his head in the direction of the robot.

"Right..." Dallon nodded, watching the Doctor curiously.

"Where did you run off to?" Frank asked.

"Set off some alarms to evacuate the ship for the time being and called the proper authorities." The Doctor shrugged, walking over to Frank. "Why? Miss me?"

"So the ship is evacuating?" Dallon asked, sitting up completely now.

The Doctor turned to him and nodded. "Indeed! Although, ships are running low at the moment. You may be a bit stuck..." He gave Dallon an apologetic look.

Dallon nodded, looking down. Frank frowned at the other human. He just seemed so lost. Did they really save him, just to leave him here?

"Doctor..." Frank tapped the time lord's arm, speaking lowly. "Are we really going to leave him?"

The Doctor looked at Frank curiously. "What do you propose we do?" He asked.

Frank bit his lip, feeling like it was a stupid request. "Maybe we could take him somewhere safe? Just in case crazy upgrade guy comes back?" Frank looked at the Doctor nervously.

The Doctor thought for a moment before smiling with a nod. "I think that would be brilliant."

Frank smiled widely. He hugged the Doctor tightly, startling the time lord, before hurrying over to Dallon. The Doctor watched the exchange of words and excitement with amusement.

"Humans... Such wonderful creatures." He mused to himself as Frank began to help Dallon off the bed.

---

A/N~ I love writing this so much! I promise, more Doctor Who characters are coming soon!

Also, question, who was your first doctor? Mine was 9.

First episode of Doctor Who I ever saw was at my grandma's ((I didn't even realize what it was until I rewatched when I was older)) & it was the episode dealing with Rose's father. Fun fact I thought I'd share ╮(─▽─)╭

~Skittles Out~