"So, where are we?" Frank asked as he stumbled back down the hall, having changed into a tee shirt and some pants.

The Doctor looked up at the human. "Dunno, haven't checked yet. Do you have a preference?" He asked.

Frank just grinned. "You can take me anywhere the wind blows. I'll take the ride into the great unknown." He laughed as he hurried down the steps to the main panel. He was careful to hold onto the railings, however, because he still felt a bit uneasy on his feet.

The Doctor grinned at him. "Let's go see then, shall we?"

He hurried down the steps, while Frank followed at a slightly slower speed. The Doctor waited for Frank to be just a few feet away before he pushed the door open. They were greeted by a dark room, and small gasps. A look of confusion passed over the Doctor's face as he pulled out his sonic and illuminated it. He stepped out of the tardis and Frank followed his lead; the tardis door shut quickly behind them, making them jump.

"Hello?" The Doctor called out, "Anyone here?" He pointed the sonic out at an even level, revealing the walls of a room. However, no one to account for the gasp they had heard.

"You're not supposed to be here." A soft, childish voice whispered.

The Doctor pointed his sonic lower to be greeted by a small girl in a lacy onsie. She looked at him with wide eyes as she clutched a teddy bear on one hand, and a binkie in the other. She seemed like a normal little girl, except for her hair. For some reason, it was half dark and half blond.

"Who's not supposed to be here?" The Doctor asked in a soft, but still questioning voice.

She looked up at the Doctor, moving her index finger close to her mouth. "Grown ups..." She whispered, stepping backwards.

As she stepped back, more whimpering could be heard. The Doctor moved the position of the sonic to be greeted by two small, dark haired figures. One had hair a bit past their shoulders, while the other's was a bit shorter and only a bit past their ears. They looked up at the light with fear on their face.

"It's alright! It's alright." The Doctor spoke in a soothing voice. He moved the sonic's direction up to the ceiling, finding a small light. He clicked a button on the device in his hand, making a buzzing sound echo through the room, and the light popped on, basking the room into illumination.

He nodded in approval before looking back down and slipping the sonic into his pocket. "Don't be scared. I'm the Doctor, and this is Frank."

The girl stood in front of the other two figures, an air of untrusting about her, as she looked between the Doctor and Frank. "I'm experiment six-two-six, but if you were a doctor you'd know that."

"I'm not that kind of Doctor." The time lord replied, squatting down to the girl's level. "I'm not even human. By your introduction, I assume you're not either."

The girl's expression shifted to that of someone who found another person like them. She nodded, pulling her teddy bear close to her chest. "I'm a genetic mutation." She said softly, hugging her bear.

"That's all well and good, but can I know your name?" The Doctor asked, smiling warmly at the girl.

She smiled back. "I'm Melanie. At least, that's what the boys call me..." She turned slightly to point at the huddled figures behind her before swinging back to face the Doctor. "They're Vic and Kellin."

"Don't tell them! What if they're just more nightmares!?" The boy with longer hair scolded, holding the other boy in his arms.

"I don't think so, Vic." Melanie spoke, tilting her head at the two new comers. She took small steps towards them, until she was right in front of the Doctor. "You don't dress like any doctors I know." She whispered, curiously.

The Doctor smiled again. "I told you, I'm a different kind of doctor."

Melanie looked down and squeezed her teddy bear before looking back at the Doctor. "I like your red hair."

"Thank you! It really took forever to get, so I feel the same way." The Doctor replied happily, making Frank laugh.

Vic was still across the room with Kellin. He looked unsure of what to do, while the other boy held his eyes closed. Frank looked over at them with a frown.

"Are you guys alright?" He asked, stepping a bit closer.

Vic scooted back, still holding onto Kellin tightly. "No. I don't want you to be more nightmares. Kells hardly sleeps, and it's one of the few times they turn off the machine."

"Machine?"

Melanie ran into the Doctor's unprepared arms and hid her face in his chest with a nod at Frank's question. The Doctor wrapped his arms around her in confusion, shushing her with strokes of her hair.

"Melanie, it's okay. You don't have to worry." He looked over at the boys across the room, "What's the machine?"

Vic gulped, seeming to shrink back at the mere thought of whatever it was. "The fear machine. It amplifies nightmares and bad dreams and scary stuff..."

"What kind of place is that?" The Doctor asked, still holding onto Melanie's small figure. "For children? You can't be over ten."

"Seven and a half." Melanie spoke softly as she tilted her head to lean against the Doctor's chest.

"Ten." Vic said, seeming to have relaxed a bit. "Kells is only nine..."

The Doctor frowned, still attempting to comfort Melanie. "Who would leave you in such a place?"

"The grown ups, Doctor." Vic responded, "Kells and Mels are experiments and this place is supposed to test-" A loud whirling sound cut Vic off. Fear returned to his face and he held the boy in his arms even tighter.

Melanie let out a cry and clutched the Doctor's jacket. "It's starting!"

"Go towards the blue box!" The Doctor instructed, wrapping his arms around the small girl and rising to his feet. "Frankie, help Vic."

Frank nodded, hurrying over to Vic and Kellin as the room began to shake. Vic shook his head as Frank tried to lift Kellin from his arms.

"I need to hold him! He's gonna get lost!" Vic yelled over the whirling noise, which had only grown louder.

Frank shook his head, "We won't lose him! We're going to the tardis, we'll be safe!"

"No!" Vic screamed, holding onto Kellin and hiding his face in the other boy's dark hair.

The Doctor was already at the tardis. He held Melanie against his side with one arm, while reaching for the doors with the other. It should of opened easily but, for some reason, it wouldn't budge when the Doctor tried it.

"No, no!" He cried out, tugging at the handle. "Why are you like this? I've done nothing wrong, let me in!" He began to lower Melanie to set her down, but she screamed.

"Don't! We'll be separated!" She cried, clinging to him desperately.

"No, no, we won't! It will be alri-"

As he began to speak, he was knocked to the ground by an unseen force. Melanie screamed again, still holding onto him tightly. The white room around them was growing dark. Pillars seemed to errup from the ground, just narrowly avoiding the Doctor and Melanie.

"DOCTOR!" Frank stumbled back as he began to fall to the ground as well. He felt a small hand grab hold of his shirt as he fell.

"Hold on!" He could hear Vic yell over the booming roar of whatever was happening to the room.

"What's happening!?" Frank exclaimed, feeling Vic tug desperately at his shirt.

"The machine!"

Frank scooted close to the two boys and wrapped his arms around them. The room was shifting and changing around them, but Frank was focused on keeping the boys safe. The noises surrounding them were deafening, and the area was shaking so bad it was nearly unbearable.

In an instance, however, everything was still.

Frank looked up to peer around the room, finding a completely different environment surrounding them. Dark trees reached up with dark canopies blocking the ceiling, as well as, most light. For some reason, a mist was creeping through the bases of the trees and the ground had become soft. Frank stood up and slowly turned in a full circle.

"Doctor!" He called out. There was no longer any sign of the tardis, or the red headed alien. Frank stepped in the direction that they had been, but there was nothing but darkness now.

"Oh no, oh no..."

Frank turned around to see Vic's lip quivering as he looked at the darkness with wide eyes. Kellin was now awake and blinking at the world around them.

"What's going on?" Frank asked as Kellin sat up and tilted his head at everything around them, "Was that the machine?"

Kellin rubbed his eyes as Vic nodded. "The machine is on, so now it's going to start projecting our nightmares..."

"Nightmares?" Frank questioned, pushing his hair back with his fingers.

Kellin nodded, but didn't say anything. He turned to Vic and took his hand in silence. Vic jumped, but relaxed when he realized who it was.

"Fears. Nightmares. Whatever it can use against you." Vic explained, "It's built to destroy you in the simplest way."

"And they're testing it on kids?" Frank asked in disbelief. "This is insane... DOCTOR!" Frank turned and yelled for the time lord through the darkness.

"Not gunna work." Vic shook his head, "It separates you if you're not holding on..."

Frank looked back at the kids. "So they're gone?"

Vic shook his head. "Still in the room, but it changes when the machine turns on... They're just far away, now..."

"How the hell does that even work?" Frank could barely believe this. How were kids being sucked into this madness? Who would do something like this?

Kellin and vic both shrugged in unison. Frank pushed his fingers through his hair, letting out a breath of air. "What the hell are we supposed to do?"

"Find Melanie." Vic whispered, "Your doctor friend too, before the fear gets them."

Vic rose to his feet, pulling Kellin up as well. Kellin gave Vic a reassuring smile before turning to observe Frank with curiosity. The kid was definitely more observant than talkative from what Frank had seen so far.

"How will the fear get them?" Frank asked, looking between the two boys.

Vic shuddered, stepping closer to Kellin. "Hopefully, you won't see for yourself..."

---

The Doctor held Melanie tightly, even after the noise and movement had stopped. He looked around at the darkness, reluctant to let her go. She was shaking against him and hiding her face in his chest.

"It's alright, Melanie." The Doctor soothed her, "You're alright."

She pulled away to look up at the Doctor with fearful eyes. "Not for long. It always gets us." She whispered.

The Doctor shook his head, "What gets you?"

"Our nightmares." She whispered again, "Every bad dream and scary thing in your head..." She looked around with a soft whimper. The Doctor felt her grip on his jacket tighten yet again.

"Fears?" The Doctor asked, earning a nod from the little girl. "You know, it's alright to be afraid. Human or not. I'm a lot older than you, and I still get afraid."

Melanie looked over the Doctor's face for traces of untruthfulness, but didn't appear to find any. "You still get afraid?" She asked, softly.

The Doctor smiled. "Yea, but as long as you're not alone, there's nothing to ever really fear."

"Even the dark?.." Melanie whispered with a small gulp.

"The deep and lovely dark, we'd never see the stars without it." The Doctor replied, booping Melanie's nose and causing her to giggle. "Do you like the stars?"

The little girl shook her head. "I've never seen them."

The Doctor gasped, "I'll have to show them to you, then." He looked around with a frown. "If we can find my ship and Frankie..."

"And Kelly and Vic." Melanie chimed in, looking and sounding less afraid. "The machine separates us if we're not holding onto each other."

"Is that why you wouldn't let me put you down?" The Doctor asked with a smile.

Melanie nodded, looking down at the teddy bear she had managed to hold onto as well. "I don't like to be alone..."

The Doctor nodded. "I can understand the feeling..."

Twigs snapped around them, making both of them jump. Melanie held her teddy bear, protectively, as the Doctor stood up. He pulled out his sonic screwdriver and pointed it at the trees that seemed to erupt from nowhere.

"Doctor..." Melanie whispered, "Don't do that..."

"Don't worry..." The Doctor muttered, holding the button on the device as it buzzed. He hoped to at least make whatever was there think twice about getting any closer.

It seemed to work, as no more sound could be heard, but something suddenly shot out of the darkness. The Doctor cried out as a swirl of darkness surrounded him and blinded his vision. He was surrounded by the darkness.

"How could you just leave me?" A familiar voice called out through the sudden blackness, sending a chill down the Doctor's spine. He turned to see a woman with red hair in a wedding dress. "Just leave me with no memory of how you made me a better person?"

"No, Donna, if I didn't have to I never would have!" The Doctor exclaimed, feeling a stinging in his chest.

"What about my husband?"

The Doctor turned to see another red head in a short skirt and a red top. He shook his head, feeling his gut wrench. "It was a paradox! I couldn't go back, I couldn't save either of you!.."

"You could'a saved me." A softer voice spoke, making the Doctor freeze.

He shook his head. "No, not you, please... Don't you blame me too..."

"You can't even look at me?" The soft voice continued, sounding as if it was coming closer. "You left me with someone that looks like you, but he ain't. I wanted you, Doctor."

The Doctor felt tears weld in his eyes as the voices got closer and the faces of past companions became angrier. They blamed him. They regretted the adventured they had been with him on. They blamed him for their inevitable leaving.

"Doctor?"

That voice was different. It was kind and small. The Doctor felt a light grip on his hand as it spoke again.

"Doctor, take my hand."

The Doctor gasped as the darkness surrounding him was suddenly gone. He was back in the strange room of trees and mist. He looked down to see Melanie holding tightly onto his hand. She looked at him, fearfully, but her expression switched to relief when she saw recognition in his face.

"As long as you're not alone, there's nothing to fear, right?" She asked, adjusting her teddy bear in her free hand.

The Doctor nodded. "Yes!.. Yes... Thank you Melanie."

The little girl smiled up at him. "Can we go look for Kelly, Vic, and your Frank?" She asked, softly.

The Doctor smiled back. "That sounds like a fantastic idea."