It was not a large ship - big enough for the comfortable containment of about twenty human beings, although in the Time in which it was gliding through space the humans were far from capable of building and manning such a craft. It had travelled a distance which was incomprehensible to most, and now the long wait was nearly over. As it eased itself through the dark, silent medium which had been its home for so many, many years, a shudder ran through its frame, almost as if it knew that its long journey was nearly at an end.

**********

The hot August sunshine streamed in through the window of the small, rented house. Although he had been less than enthusiastic about his father's plans to spend the summer in Liverpool, the boy would have been the first to admit that he was actually quite enjoying it. It was a far cry from their usual holiday in the wilds of the Scottish Highlands, but he was old enough now to appreciate when his father's work must come first. Perhaps things would have been different, if his mother had still been alive, but she had died in the spring of 1948, shortly before the boy's fourth birthday. Ten years on, he barely remembered her, and was more than used to his father's absorption in his work.

Glancing at the clock, the boy hurriedly finished dressing. Despite the warm weather, he included his prized leather jacket in his choice of attire, carefully arranging the collar in the manner displayed by Elvis Presley in the poster on the wall. A poster of identical size and shape, this time depicting Buddy Holly, was on the wall by the door, and the boy glanced at it as he made his way quietly across the floor. Back home in London, his best friend was a boy who had been nicknamed Buddy because of his startling likeness to the famed American singer.

One of the stairs creaked on his way down. The boy glanced towards his father's bedroom door, afraid that he might have been awakened, but there was no sign of life from the room. The boy smiled in relief - his father had been working late the previous night, and that was the reason for the stealth. He deserved a lie in.

The kitchen door stood open, and the boy slipped inside. He did not feel hungry enough for breakfast, and only stopped long enough to bring the milk in from the doorstep before scribbling a hasty note for his father. Gone to Steve's. See you this afternoon. Mike. He left the note resting against the kettle, where his father would be sure to see it, before leaving the house to head across town. As he shut the door, somewhere out in space a large ship began to change course.

**********

"I'm not saying that I mind exactly. Just that you could have warned me!" Ace, current companion of the enigmatic adventurer known as the Doctor, turned to her infuriating friend with a familiar blaze in her eyes. "Didn't it ever occur to you that this might be the kind of thing you should tell people about? It's not as if we just met yesterday!"

"Alright Ace, I'm sorry." He really did look sorry too, despite the ever present gleam of amusement in his eyes. "It just happened rather quickly, that's all. There wasn't time for explanations."

"Yeah, well as it happens, I forgive you." Ace looked sulky. "So long as you promise not to do it again."

"Oh there's no need to worry." The Doctor grinned at her, full of cheerful assurance. "I don't plan to go regenerating again for a long while yet; it's not as if it's something that happens every day." He frowned. "Which is probably just as well. Goodness knows it can be hard enough to keep track of me all as it is."

"You all?" Ace shook her head. After all their years together, he had to wait until now to deliver this latest bombshell. "And just how many of you is the universe blessed with?"

"This is my seventh regeneration, so I suppose there must be eight of me. Yes, that's about right."

There was a silence. Ace was not often lost for words, but on this occasion she could not think of anything to say. In the space of the past twenty-four hours, she had seen the Doctor - her small, sometimes sinister, apparently Scottish version that was - defeat a terrible apparition from an antimatter universe, and then change before her eyes into the tall, handsome man who now stood before her. His eyes were now blue, and bright and cheerful, his jaw was square and firm, and his hair was in the process of changing from brown to grey. The grey was winning, but it suited him. He would have looked quite distinguished, were it not for the fact that he was still wearing the clothes of his smaller, previous self. They looked somewhat ridiculous.

Ace shook her head. "Eight," she said, wondering why he couldn't be content with being just one person. "Figures." She smiled up at him, suddenly no longer caring about what had happened. It was hardly as though she was unused to the Doctor's little peculiarities. Instead she decided to change the subject.

"Will you do me a favour, Professor?" she asked, not much caring that this new version might not like the title she preferred to address him by.

"Of course." He looked concerned.

"Go and get changed into some clothes that fit. You look a bit odd."

He glanced down at himself in surprise. "Yes. Yes, I keep forgetting that I seem to have grown somewhat. I'll be back in a minute or two." He left the console room. Left alone, Ace turned to the scanner and switched it on, gazing out at the vast emptiness of space. She wondered where Earth was. Idly she began to search for it while she waited for the Doctor to return.

**********

Professor Richard Yates was in high spirits that hot August morning, and his jaunty stride conveyed his mood of elation to all who passed him. His research was progressing at a tremendous rate, and he was sure that some great discovery was just around the corner.

Professor Yates was working on communications. Hardly the usual, run-of-the-mill kind, but something new. It had begun with the Space Race, that continuing battle between East and West to be the first to reach the stars. Someday they hoped to put a man on the moon. Professor Yates was unmoved by this goal; his ambitions reached far beyond an uninspiring, airless rock barely a stone's throw away. And that was why, in his small workshop, assisted only by the facilities at the London University where he lectured, he was planning to out-race both the Russians and the Americans, and establish contact with life on another planet. Even now, in his rented holiday house, his home-made equipment was beaming signals far out into space, and hopefully toward attentive alien ears. As yet the signals were merely disjointed bursts of static and garbled gibberish, but with a little more work he was sure that he could start broadcasting real messages.

Taking a left turn at the crossroads, Yates caught sight of a café across the street. He smiled, and headed towards it, grateful to reach the seclusion and peace of the cool, dark interior. He was greeted by a waitress, who took his hat and led him to a table.

"Morning Professor." She smiled at him teasingly. "We're not open yet, you know. I shouldn't let you in."

He smiled back at her. "Ah, but since I'm heading back for London in forty-eight hours, I thought you'd make an exception in my case. Anyway, I only want a coffee."

The waitress laughed. "You know I always make an exception for you, Professor. Sit down."

The professor sat, watching the group of young men in the corner of the room. They were musicians, setting up their instruments for a practice session before the café opened. He hadn't seen them before.

"So." Returning with the coffee, the waitress, a young woman in her early twenties, sat down across from Yates. "How are your experiments coming?"

"Fine." Although anxious to share his enthusiasm, Yates was loath to discuss his work in a public place.

"Do you really think you'll be able to talk to people on other planets?"

Yates smiled. So much for secrecy; but it seemed that no one was listening. "I certainly hope so. Of course, there's no reason to suppose that they'll understand English, but I can only try."

"You really think that there are other things out there then?"

"Positive. There must be, somewhere." Yates gazed speculatively into his coffee cup. "I only hope that if they receive my messages, they'll take the time to answer them."

The waitress laughed. "I'm sure they will, Professor. You'll write and tell me if they do, won't you?"

Yates too laughed. "Of course I will, Suzy. As my number one source of moral support, you'll be the first to know. It could be years though."

Suzy leaned across the table, her eyes shining. "What do you suppose they look like?"

"Who?"

"You know. Them."

"Oh." Yates smiled. "I doubt they're much different to us, Suzy. There might be a few differences, if they've had to adapt to different surroundings, but I should think the basic shape is the same. No green monsters, or intergalactic Time-travellers, or anything like we see in the movies."

"Oh." Suzy looked vaguely disappointed. "No evil robots?"

"Probably, somewhere." Yates' mind was wandering as he watched the band set up. "You read too much Asimov, Suzy. Too much imagination and not enough information, that's your problem." He grinned at her suddenly, and his thin, serious face was transformed. "I'll show you, if you like. A sort of a thankyou for all the coffee."

"Really?" Suzy jumped to her feet, excited. "I've got a little over an hour to spare. Can I really see your equipment?"

"Of course. Mind you, it doesn't look like much." Yates too stood up. "Who's the band today?"

Suzy glanced over at the young men. "Oh, I don't pay them much mind anymore. Local boys, I think. Most of them are."

Yates led the way over to the door, holding it open for the young waitress. "You never know," he said with a smile. "One day one of them might make it big."

Suzy laughed. "Maybe," she agreed, interested by this possibility. It was true that some of the bands were rather good. "Maybe you should play your aliens some rock and roll."

Yates laughed. Maybe it was because his fortieth birthday had passed him by, but somehow he did not feel inclined to inflict that noise on anyone. "I think my aliens would rather listen to Beethoven," he told his companion. "But with any luck within a year I'll be in a position to actually ask an alien where his musical preferences lie." They both laughed, and headed out into the street. Meanwhile, somewhere far above them, the radio signals spread out through the Solar System.

**********

One intergalactic Time-traveller who would have been most interested in Professor Yates' assertion that he did not exist, was at that moment making his way back to the control room aboard the TARDIS. He had been into one of his many semi-forgotten store rooms and had found some clothes there which he felt suited his new self. As usual the clothes were somewhat flamboyant, but perhaps a little less so than those of some of his previous incarnations. He wore black trousers, complimented by a black belt with a shiny, ostentatious buckle. He had also found a loose, long-sleeved shirt of deep, royal blue, and a black waistcoat emblazoned with stars of varying size, all the same shade of blue as the shirt. There had been a mouth organ in one of the pockets; a shiny, professional looking one. The Doctor had no idea where he had acquired it, but as he went into the control room he was playing it, and was delighted with his new found talent.

"Nice gear, Professor," Ace complimented him.

"Thankyou." He had lost his Scottish accent in the regeneration, and his voice was now a shade deeper, more melodious. He now spoke flawless English, with a perfect accent; almost as though he were a different man entirely. He slipped the mouth organ into the breast pocket of his waistcoat, and frowned at the scanner screen.

"Is that a hint?" he asked, referring to the focus on Earth. "We've only just come from there."

"You don't mind, do you? Only you promised that you'd show me some history. I thought--"

The Doctor smiled. It was an expression which suited his new face. "Not at all. Is there anything you'd particularly like to see?"

Ace shrugged. "There is, kind of, yeah. The fifties. I've always liked the music."

"Fine. The fifties it is." The Doctor set the controls with a look of blind optimism. "There shouldn't be any problems. She's usually pretty obedient after a regeneration." Ace rolled her eyes. The idea of actually landing at the intended destination when piloted by the Doctor seemed somehow less than likely.

"How long will the flight take, Professor?" she asked. He shrugged.

"Not long. We can't be too far away." The Doctor smiled at her. "If you want to take a look around, we're sure to have some clothing from the period that you can change into."

Ace smiled inwardly, resisting the temptation to reply that she had no faith in the likelihood of their arriving anywhere near Earth, circa 1950 or otherwise. "No thanks, Professor. I'd like to get something to eat, though. Would you like anything?"

"No thankyou." The Doctor watched her leave the control room, a thoughtful expression on his face, then stared at the time rotor, absorbed by its rhythmical motion. Suddenly he smiled; a broad, happy smile which seemed somehow endemic to his new self. Reaching for his new-found harmonica, he began to play Blue Suede Shoes.

**********

The piece of wasteland had probably never been anything other than a piece of wasteland, but Steve Chapman liked to pretend that it was a bomb site. Although he was not old enough to remember the war, he came from a generation that would always be fascinated by it. Whatever the place might once have been, however, it made an excellent football pitch, with no chance of interruption or breakages. Together with the leather-jacketed Mike, the young Liverpudlian kicked his heavy, leather football about the wasteland with all the concentration and seriousness that he would have given to a World Cup match.

Swinging around in a circle, Steve tried to keep the ball from his opponent, skilfully moving it just out of Mike's reach. With a tackle learned from a school PT teacher who just happened to be an ex-professional football player, Mike skimmed the ball away from his friend, and ran with it toward the makeshift goal at one end of the piece of wasteland. He came closer and closer to the goal, then, the goal now within striking distance, gave the ball enough of a kick to render it airborne. It sailed between the goal posts, bouncing over the rusty fence which enclosed three sides of the wasteland.

"Right into the spectators!" Mike observed with considerable glee. "That makes the score equal, Stevie."

"Yeah, yeah, okay. But the next goal decided the game, Mikey, so I'm still going to beat you."

Mike laughed. "Yes? You and who else?"

"Me and my skill." Steve flashed Mike a grin. "Now since it was you that kicked the ball offside, you can go and get it."

"Thanks."

This side of the wasteland backed onto the almost forgotten remnants of a railway station. It had been abandoned during the Depression, and the tracks had long been pulled up, to help satisfy the demand for metal during the war years. Mike climbed over the fence and dropped onto the sloping bank, now overgrown with weeds, which had once been a carefully tended floral border. He slid down the slope onto the long strip of gravel, once the site of the tracks, and began looking for the ball.

**********

"That's odd."

"What is?"

"This."

Ace rolled her eyes. It was typical, she thought, that he should arouse her interest like that, and then suddenly clam up.

"Professor..."

"What? Oh, sorry Ace. We seem to be picking up some radio broadcasts, that's all. Fairly sophisticated ones. They're directed at space."

"And they're coming from Earth?"

"It would appear so."

Ace frowned. "But why? There's no reason why anybody on Earth would want to send signals into space, is there? Unless... Where have you landed us this time, Professor?"

The Doctor eyed her with raised brows. "I appreciate your vote of confidence, Ace," he said dryly, "but we are definitely hovering just above the planet Earth, in the year 1958."

"AD or BC?" She grinned and he rolled his eyes, bending closer to the screen.

"No mistake about the signals either. They're really very clever. Somebody has managed to send a sort of long range beam on the back of an ordinary radio broadcast, giving it an almost infinite range. They originate from Britain; in Liverpool from what I can make out." He patted the control console affectionately. "Which is where we're headed, incidentally. The old girl must have been curious too."

"Liverpool?" Ace was incredulous. "Professor nothing ever comes out of Liverpool except music. They weren't exactly leading the Space Race in 1958, you know."

The Doctor shrugged. "I'm as much in the dark about it as you are, but like I said; no mistakes. We'll just have to land, and see what we can find out."

"Are you sure, Professor?" Ace was doubtful. "You know the sorts of things that happen when you start investigating."

The Doctor looked faintly hurt. "You make it sound as though I look for trouble," he complained. "I just want to have a look around."

Ace said nothing, but stepped back from the console to allow the Doctor to begin landing procedures. Somehow she felt that the phrase I just want to have a look around was probably the Doctor's favourite. She just wished that it didn't bring trouble every time that he said it; and that he didn't say quite it so often. In spite of herself, she smiled. Liverpool, 1958. That ought to be fun. And just as she herself had said, nothing ever came out of Liverpool but the music. What could possibly happen?

**********

Surrounded by the intense silence that existed in space, the ship had an air of desolation. The totality of its noiseless environment, enforced by the very nature of space, was such that an outward observer could never have detected any sign of life.

Had such an observer been present inside the ship, however, he would have had an entirely different perspective. The ship was far from deserted. Its crew, wakened from their long, enforced hibernation - a necessity to allow them to survive the long journey - by the ship's sudden close proximity to a planet, were moving around with the haste and general air of mild confusion of a family about to embark on an annual holiday.

There were ten of them. Although the general shape of their bodies was humanoid, there was little resemblance between them and the inhabitants of the planet they were approaching. Each one stood between six and seven feet tall, with long legs and broad feet. They had four arms, one pair with hands that were perfectly humanoid, the other equipped with large pincers which could quite easily snip in half the trunk of a young tree. Their heads were pointed slightly, with a smooth, hard appearance not unlike that of an eggshell. Their eyes were large and bulbous, and decidedly insectoid in appearance, although they were not insects. In point of fact they were not true animals of any kind; reptilian, mammalian or otherwise. Neither were they of vegetable origin, although, could an observer have been witness to the internal organs of the creatures, he would have seen that their metabolism was very similar to that of a plant. Indeed their skin, if it could be called that, was biologically identical to the bark of a tree. They were Zooids - a curious mixture of both plant and animal - and they cared little for either.

"Tertiary scan completed." The voice of the ship's computer echoed around the bridge, a bleak, functional room which had once been a secondary hold in the days long ago when this had been a cargo vessel. "The transmission originated from the northern half of the planet, from one of the smallest landmasses."

One of the Zooids, who despite having no noticeable badge of rank was very obviously the captain, nodded slowly. "And what does the scan reveal about this landmass?" he asked. His voice, like those of all of his race, was a deep-throated hiss.

"Ideal for our purposes," the computer told him. "Positioned centrally with regard to the other landmasses. Some considerable vegetative growth. Temperature and humidity as required."

"Excellent." The captain leaned towards a bank of controls. "The transmission would seem to be quite powerful. Is there any possibility that we could adapt it to signal our comrades?"

"It is possible." The computer processed the suggestion for several moments. "We are running at minimum operational capability. These transmissions would appear to be the only way to communicate with the other ships."

"Good. Then we must employ our protective field to prevent anyone from witnessing our landing. If we must follow the signal to its source, we will be forced to land in the city itself."

"Protective field employed, captain." Internally, nothing about the ship appeared different, but had an observer been outside, he would have seen the ship shimmer - as though passing through a heat haze - and then abruptly vanish, as though it had never been there at all. He would not have seen the invisible ship gliding ever closer to Earth.

**********

"Can you see it?"

"Yes."

"Hurry up and get it then. It's nearly one o'clock and I want to beat you before lunchtime." Pressing up close to the fence over which Mike had just climbed, Steve Chapman was trying to spot both his friend and the ball.

"What makes you think you'll win?" Mike's voice came up clearly, although Steve still couldn't see him.

"Heritage!" Steve shouted back. "When did you last here of London Football Club winning anything?!"

Down below, scrambling over the mangled remains of some railyard junk, Mike grinned at this. The ball lay a few yards away, in a patch of weeds, and he began to edge over a broken hand-cart to reach it. From somewhere above, he thought he heard a rushing sound, like a high wind. He glanced up, half expecting to see one of Steve's famous water bombs coming towards him, but he could see nothing. Around him the dust began to fly, and the gravel covering the ground began to move about in swirling patterns. The noise of the wind grew steadily.

"Mike! What's going on down there?" He could hear Steve's voice, but it sounded muffled and distant. He moved closer to the ball, deciding that it would be a good idea to get out of the railyard as soon as possible. As he edged nearer, the howling wind reached a crescendo and instinctively he ducked, sliding under the conveniently placed embarkation platform. He peered out from his hiding place, and in disbelief saw both the wrecked hand-cart and the football crushed suddenly flat, as if some invisible weight had landed on them. He felt slightly sick. Vaguely he hoped that Steve had the sense to run away. It didn't seem as though this was a safe place to be in anymore.

Above the railyard, Steve had been blown over backwards by the landing spacecraft. He climbed slowly to his feet. For a moment he wondered if he should try to help Mike, but there didn't seem to be anything that he could do on his own. As the door of the invisible spaceship slid open, and he was treated to a glimpse of what was inside, he made up his mind with lightning speed. He turned and ran, heading towards the centre of town, and the nearest police station.

Unseen by the Zooids in his hiding place, Mike watched them appearing - apparently out of nowhere - with a mixed feeling of disbelief, fear and delight. His eyes were as round as saucers as the creatures stepped down from what appeared to be an invisible ramp, and began to move away down the disused rail line. He could barely wait for them to go out of sight before he clambered out of his hole and edged towards the place where the aliens had appeared. He reached out cautiously and his hands touched metal. Dimly he realised that what he was doing was probably very stupid, but it was a chance which was too good to miss. Trembling with apprehension, he began to edge up the ramp into the invisible ship.

**********

"So this is where the radio signal is coming from?" Stepping out of the TARDIS, Ace looked around doubtfully. "Doesn't look like the sort of place where a scientific miracle would take place."

Gazing around at the uninspiring yard where they had landed, the Doctor shrugged. "Scientists can't always be choosy about where they set up shop, Ace. Besides, this is just the backyard. The house might look entirely different from the front." He smiled. "What were you expecting, anyway? A sign saying Intergalactic Telephone Calls - Competitive Rates?"

Ace scowled, feeling stupid. "Alright, don't rub it in. This is the right place, then?"

"According to the TARDIS scanners, yes. I'm not sure what we're looking for exactly, though. Something pretty primitive I should think."

"No garden shed," Ace observed, with more than a trace of enthusiasm creeping into her voice. "That means we'll have to look inside the house."

The Doctor nodded. "Alright Ace, you can break in; but do it quietly. I'll try to get round to the front and see if there's anybody about."

"Right." Ace bent to examine the back door of the small house. "Here, Professor. You don't think there's anybody at home, do you?"

"I shouldn't think so." His mind already wandering, the Doctor had barely heard Ace's question. He regarded the yard with interest, and finally decided that the best way round to the front would be to climb the wall which separated the backyard from the one next door. He pulled himself up with ease, and made mental note of the useful agility of this new body. Hoping with both of his hearts that there was nobody next door to see him, he was just preparing to stand up when he heard a noise coming from somewhere behind the house. Keeping low, he edged along the wall, and looked down onto what appeared to be an abandoned railway line. There was someone - or something - walking along it. He frowned, intrigued by the appearance of these newcomers; and then dropped down to the ground faster than he would have done if the wall had suddenly burst into flames.

"Ace." His whisper was filled with such urgency that Ace turned around immediately.

"What is it Professor?" she asked in surprise.

"Ssh. Get back into the TARDIS, quickly."

Ace's eyes widened. "Is there somebody coming?"

"Not exactly somebody, no." Holding open the TARDIS doors, the Doctor ushered Ace inside and followed immediately, shutting the doors and turning on the scanners in almost the same second. The screen revealed the yard in which the TARDIS stood, walled in on three sides. One of the walls backed onto what had once been the railway line. As they watched, transfixed, part of the wall suddenly blew apart, as if a powerful charge of dynamite had been detonated beneath it. Bricks flew through the air, some crashing into the sides of the TARDIS.

"Let's hope they don't wonder who we are," the Doctor breathed almost silently, relieved, for the thousandth time, that Nyssa had managed to bully him into restoring the audio circuit of the scanner. That seemed like such a long time ago...

"What are they?" As the Zooids, scrambling over the remains of the wall, made their entrance into the yard, Ace felt compelled to whisper, almost certain that they would hear her if she spoke any louder. "I've never seen anything like them before."

"Neither have I." The two travellers gazed at the scanner screen, both hoping that their presence in the yard would not be given a second thought by the new arrivals.

"This is the place." The voice of one of the Zooids was picked up clearly by the scanner. At the sound of it, Ace shivered involuntarily. It wasn't often that the creatures she encountered on her travels scared her as much as these.

"I detect two life-forms in the vicinity. One male, one female." The second creature, one with visible authority, answered the first. His words made both time-travellers freeze, even though both knew that the creatures' scanners were almost certainly incapable of detecting them whilst they were inside the TARDIS.

"Professor..."Ace whispered.

"Ssh, it's alright, Ace." The Doctor tried to keep his concern from his voice. The intruders had to be picking up a reading from somewhere, and if not from them, then from somebody else. He was torn between the desire to keep both Ace and the TARDIS hidden from the creatures, and the knowledge that he would be unable to stand back and allow some unfortunate innocent to be eliminated.

"Perhaps they're friendly," he heard Ace whisper. He smiled in spite of himself. She didn't believe that any more than he did. Friends did not enter forcefully via the back way, nor did they carry unholstered weapons. His hand tightened onto the door control. There were plenty of places for Ace to hide in the TARDIS; although he knew that if it came to a fight, the last place that she would be was in hiding. With his eyes fixed to the scanner screen he tensed his muscles ready for action, and waited for whatever was about to happen.

**********

"Here we are. I know it's not much, but what do you expect from the only inhabited house in a row that's just been condemned?" At this rather unexpected introductory speech, Suzy raised her eyebrows, her expression one that clearly asked why a scientist doing such important work was living in in a condemned house. Yates laughed at her face.

"The rent was cheap and I needed the peace and quiet. Which isn't easy to find in Liverpool."

"Then why come here?"

"I need a decent radio transmitter for my work, and that meant coming to a city. I don't exactly work with the government's blessing, you know. Getting out of London every so often is a big help." They arrived at the door of the house and Yates groaned, in the act of reaching for the door handle.

"What's wrong?"

"What? Oh, nothing really Suzy. It's just that I left by the back door this morning - I walked along the old railway - so I don't have a front door key on me. We'll have to use the back."

Suzy looked doubtful. "How do we get round there?"

"No problem. I'll go along the wall and come round for you. Wait by the door." Climbing the wall as the Doctor had done, Yates edged his way around and jumped down into the garden. Lost in thought, he was halfway to the back door before shock compelled him to freeze in his tracks. He gazed up into the face of the alien commander, and his eyes widened in horror and disbelief.

"You built the transmitter." It was more of a statement than a question, but Yates answered nonetheless, with a feeble nod which was a mere shadow of his earlier boundless enthusiasm.

"Very well." The Zooid glanced him up and down with expressionless eyes. "You are the male. Where is the female?"

"F-female?" Some power of conscious thought was beginning to return to Yates' numbed brain. "There is no female."

"You lie. She is clearly indicated on our scanners." The Zooid leaned closer to his prisoner, who, now that he was starting to think clearly again, was beginning to wonder why there was a police box in his garden. "Where is she?"

Yates took a tentative step backwards, summing up the situation with the same cold, logical approach which he gave to scientific investigations. He didn't like his deduction.

"Run Suzy!" Coming to a decision, Yates shot out both hands, applying enough sudden force to stagger the alien. He had no hope of escaping round to the front of the house, but was desperate to give Suzy enough time to get clear. "Run!" He dodged the Zooid which lunged to capture him, and fell against the side of the police box. Curiously, he felt a hum of power from within.

"You've got to do something, Professor!" Ace grabbed the Doctor's arm in a panic. "They'll kill him!" Outside, one of the aliens was already drawing aim on Professor Yates, who gazed back at him with the curious calm of one who knew that he could not dodge in time. "You're not going to leave him?" Ace was frantic by now. "Professor..."

"Alright Ace, I'm thinking. We won't be much use to him if we're dead too." The Doctor scanned his instruments. His hand still rested on the door control. Something inside of him - an echo of a previous incarnation perhaps - told him not to be so stupid, but a similar echo was telling him to go ahead. He slammed down the lever.

**********

Suzy began to walk backwards. She had heard the yells of a the man whom she had seen only a few minutes previously. The anguished yells of a man who had been laughing and joking. Something more than the words had told her to run. She was torn between wanting to go far away, and wanting to stay to help the professor. She stumbled on a stone, jumping in surprise at the sudden sound of a noise that was completely unfamiliar to her. It sounded almost like the laser pistols she had seen at the movies. An abrupt explosion followed as the beam hit its target, and panic made up the girl's mind. She began to run.

**********

The sudden appearance of the Doctor had startled the Zooid enough for him to miss his target. The Doctor was showered with earth as the blast hit the ground a few inches away from his feet. He ducked down, grabbing the professor, and half dragged him to the TARDIS doors.

"Halt!" he heard one of the Zooids shout, but he had no intention of obeying. He pulled the professor backwards to the doors, just as a laser bolt hit the TARDIS above their heads. Sparks showered down, hot and bright, and the professor sagged unconscious in the Doctor's arms, stunned by a stray beam. The Doctor's stronger constitution protected him, but he stumbled nonetheless, hampered by Yates' weight. With an extra effort that called on reserves of strength already partially drained by his recent regeneration, he dragged Yates over the threshold, and collapsed in a heap with him on the floor of the TARDIS. Ace quickly shut the doors, and the travellers relaxed, listening to the cacophony of laser beams as they struck the ship. Loud though they may have been, they were harmless against the Gallifreyan engineered structure.

Breathless, the Doctor stumbled to his feet and ran to the scanner.

"What are you looking for, Professor?" Ace asked.

"Suzy, whomsoever she may be." The Doctor slapped the console suddenly with a whoop of delight. "Bingo!"

"I beg your pardon?" Still somewhat confused by the apparently total change of personality that had accompanied the Doctor's change of physique, Ace looked towards the scanner screen, and saw a small figure running away from the house.

"Do you think you can materialise near her?" Ace asked, tension making her nearly as breathless as the Doctor.

"I hope so." The Time Lord frowned hard, pressing buttons like a man possessed. He looked just a touch too desperate to be confident, thought Ace, and hoped that their passenger did not have any loved ones. This was probably going to be the last that they saw of Earth for a while.

The familiar shaking feeling of the TARDIS dematerialising was replaced almost immediately by the slightly different shaking sensation of rematerialisation. The Doctor opened the doors and hurried out.

The sudden appearance of a police box was apparently the last straw for Suzy. Her nerves had already been badly shaken, and now she collapsed on the ground in fear, even though she still had little idea of what exactly she was supposed to be afraid of.

"Suzy?" Looking up, Suzy witnessed the curious sight of a man definitely not a policeman emerging from the police box. He seemed to know her name, which did little to reassure her.

"Who - who are you?"

The Doctor smiled. An understandable question really, he supposed.

"That's a long story, and as a matter of fact I haven't been who I am for very long anyway." He gestured towards the TARDIS. "Your friend is inside, and I'd rather hold the reunion in there than in the clutches of our friends back at the house."

Suzy looked startled. "Then there was something back there?"

"Yes, and you really don't want to be introduced." The Doctor smiled encouragingly. "Come on now. Your friend..."

"The Professor's with you?" Suzy stepped towards the TARDIS, just as an explosion rendered the front door of Yates' holiday home into little more than dust. Suzy glanced back, gasping in horror at the apparitions which were now marching towards them.

"Quickly!" the Doctor urged, waving her towards the doors. Suzy needed no further persuasion. She entered the TARDIS.

**********

She blinked. She looked around and blinked again.

"Er..."

"I know it is," the Doctor cut in, before she could say anything else. He hurried to the console, frowning at the scanner screen, and at the aliens rapidly approaching the TARDIS. Ace glanced nervously at him. She had known him for long enough to recognise that gleam of scientific interest in his eyes.

"Hadn't we better be leaving?" she asked. He glanced sideways at her and nodded.

"Yes, I suppose so. For now." He began to prepare for dematerialisation. "We're not going far though. Whatever those things are, we can be sure that they haven't come all this way just to sightsee."

"You mean they want something?" The presence of a girl more or less her own age had reassured Suzy somewhat. She watched the scanner screen, fascinated.

"Yes." The Doctor was still frowning. "They were interested in those radio transmissions. I suspect they followed them here from somewhere out in space, although why they should want the professor here, I don't know."

"Maybe there are more of them, and they wanted to adapt the signal to call to the others," Ace suggested.

"Maybe." The Doctor nodded. "In which case--"He broke off as a laser beam hit the TARDIS doors, causing Suzy to let out an involuntary cry.

"It's alright," Ace said quickly. "They can't hurt us in here. All the same, Professor..."

"Alright, alright." The Doctor operated the TARDIS and they dematerialised. Leaving Ace to begin the usual basic explanation as to how the ship came to be bigger on the inside than the outside, he knelt beside the still unconscious Professor Yates. The scientist's breathing seemed quite regular, and the Doctor saw no need for concern. Once they were landed he would see about making his guest more comfortable, preferably somewhere other than in the TARDIS. He had no intention of allowing a scientist to see the ship's interior. There would be far too many questions. Beside him, Suzy appeared, crouching down to slip her jacket beneath the professor's head, as a pillow.

"Where are we going, Professor?" Ace asked him. He got to his feet.

"Somewhere quiet."

"Then what?"

"Off load our guests, and then see about our friends back at the house." He returned to the console and began to work on the computer.

"What are you doing?" asked a voice at his shoulder. He smiled at Suzy.

"Trying to find out what those creatures were," he told her. She watched him work for a while.

"Do you think they want to take over the world?" she asked eventually.

The Doctor nodded. "That's usually the intention." Suzy's eyes widened.

"Have you dealt with aliens before?" she asked, fascinated. Ace grinned. The girl was starting to look as though she was in the presence of a famous film star.

"One or two," the Doctor told her modestly, choosing to ignore Ace.

"Gosh." Suzy's eyes shone. "Who are you?"

Her host smiled. He liked this girl, and didn't mind her questions. He felt that she could be trusted. "I am the Doctor," he announced cheerfully, "and this is Ace." His concentration was fading away from the matter of conversation even as he spoke, and his eyes picked out something of interest on the computer screen. "Hmm..."

"Have you found something Professor?" Ace asked. He regarded her thoughtfully for a moment.

"Not a lot. The computer has no record of anything like those pleasant fellows we've just left behind; but look at this. Their ship left a distinct energy signature in space. It contains trace elements of a substance that I've never seen before. It doesn't exist at all, according to the data banks."

"Meaning?" Ace asked.

"I'm not sure. It certainly looks natural, so it can't just be some synthetic compound that the Time Lords have no knowledge of. There's something else too. The scanners have picked up unusual readings from the aliens themselves. They would appear to be Zooids."

"Who?" Ace felt herself beginning to flounder. Just when she thought that she was getting quite good at keeping up with a technical conversation, something like this came along.

"An animal-plant hybrid." The Time Lord scowled at the computer screen. "These creatures aren't from any planet that I've ever visited."

"You mean they're from some distant galaxy?" Ace asked. That was hardly unheard of, although it did require a particularly impressive technology, at least by her standards.

The Doctor shook his head. "More likely another universe. That's why there's nothing about them in the memory banks. My people aren't too well educated in the other universes. There are too many of them even for Time Lords to keep track of."

"Another universe? But that's impossible, surely?" Ace's voice was little more than a whisper. So much for quiet old Liverpool. She was beginning to wonder if she would ever get a proper rest whilst she was with the Doctor.

"It's not impossible, just uncommon. I've visited another universe before."

"But I thought there weren't any others," piped in Suzy. The Doctor smiled. He usually found something to laugh about where human scientific knowledge was concerned.

"There are many more than I can name," he told her, and began to operate the landing controls. Suzy watched him thoughtfully.

"What are Time Lords?" she asked suddenly. He stared at her for a moment, suddenly realising what she had heard. He frowned.

"You do realise that everything you see and hear here is in the strictest confidence?"

"Of course." Suzy smiled. "Nobody would believe me anyway." She felt the TARDIS shudder. "Have we landed?"

"Yes." The Doctor went over to Yates and lifted him up into a sitting position. Ace took his feet and together they carried him from the TARDIS. Both Ace and Suzy looked concerned.

"He shouldn't still be unconscious, Professor, surely?" Ace asked. The Doctor grinned.

"I slipped him something when I checked him over earlier. One person looking around and asking questions is bad enough without a scientist doing the same thing. Even a scientist from 1958 would know enough for things to get awkward." They lowered the sleeping man to the ground and looked around.

"Doctor...?" Suzy began. The threesome stood together, able to do little but stare at the sight that met their eyes.

**********

The corridors were bleak and empty, and they seemed endless. Mike was beginning to think that he would be trapped within them for eternity. It seemed a long time now since he had climbed into the mysterious depths of the space craft; and if it had not been for the memory of how those creatures had stepped out of nowhere, he would have been prepared to consider the whole thing a waste of time. He wondered where Steve was, and thought of the hot sunshine outside.

"Radio contact achieved." The voice sounded as though it was all around Mike, and he stumbled back against the wall in fear, convinced that he had been discovered. The voice came again, and this time he realised that it came from a square box on the wall.

"Some kind of radio..." he breathed, trying to catch his breath, telling himself that he was still safe and undetected.

"Signal at 99.7% of strength... 99.9% of strength... 100% achieved."

Now unconcerned about the voice, Mike continued down the corridor. There was another corner up ahead, and resigning himself to the certainty that it would simply lead to another stretch of empty, grey passageway, he walked on around it. Abruptly the corridor widened out into a large room, and he stopped, staring around. Control panels littered about gave the impression of a workspace not designed to be worked in, and drawn by his innate curiosity he stepped further into the room. His eyes scanned the controls with that same mixed feeling of excitement and disbelief which had gripped him since his first sight of the creatures. He took another step into the room, and behind him the door slammed shut. He whirled around, suddenly afraid, and tried desperately to get a finger hold on the door, in a vain attempt to force it to open. It was no use. His shoulders began to slump in despair. Somehow he was no longer enjoying this holiday as much as he had been twenty-four hours earlier.

"Ah. At last." It was a different voice to before, and this time it did not come from a box on the wall. Mike swung round again, and found himself face to face with one of the creatures. He backed up against the door, but there was nowhere to run to.

"Welcome, Earth creature. I have been waiting for you."

**********

The street was still deserted. Nine Zooids stood in a line, staring at the empty space where the TARDIS had been.

"Was it destroyed?" asked the commander, his voice rasping with anger at this interference.

"Negative, commander. It dematerialised." His second-in-command was looking at a hand held piece of equipment, apparently some kind of detection device. For a moment there was no response from his leader, and then the Zooid waved a dismissive hand.

"No matter. We shall deal with these creatures soon enough." The commander turned his impassionate face back towards Yates' house. "We must concern ourselves with the transmitter. Has our signal been sent?"

"Affirmative. It achieved maximum strength just as the..." the Zooid first officer gestured at the place where the TARDIS had been just seconds previously. "Just as the object dematerialised. Objective accomplished."

"Excellent. Take two members of the squad and begin a search for these creatures who try to frustrate us." Had the Zooid leader been capable of smiling, his voice suggested that he would have done so. "Then let us commence the next phase of the plan."

**********

The Doctor and his companions stood still, aghast. The August sun seemed suddenly to have no warmth in it. At their feet Professor Yates stirred, but that was the only discernible movement in the whole nightmare scenario. Around them the bodies of people and animals lay sprawled on the road and the pavements, silent and still in either unconsciousness or death. The Doctor hoped it was the former.

"Professor, what could have happened?" Ace's shocked whisper sounded frighteningly loud in the silence that was so unbearably complete.

"I don't know, but I'm sure we can guess who's responsible." There was a trace of anger in the Doctor's voice. He had never liked involving innocent people in his battles, and although, strictly speaking, this affair did not concern him, since it involved Earth he was determined to do what he could. He had always made it his business to protect the Earth and its inhabitants; even though he was not altogether sure why. Ace recognised the steely glint of resolution in her confederate's eyes. So much for not getting into trouble. She stepped forward, touching one of the slumped bodies on the neck. A pulse beat beneath her fingers, but it was weak, and the man's skin was pallid.

"Gas?" she asked. The Doctor shook his head.

"Over so large an area? Without leaving any traces of it still in the air? It must have been some kind of ray, presumably whilst we were inside the TARDIS."

"But the rest of the country? I mean... Could it all be like this?"

"I really don't want to know." The Time Lord shook his head slowly. "Right now we could be alone in the world." He turned to Suzy, who was crouched beside the now semi-conscious Yates. She had understood little of what the Doctor and Ace had been saying, and looked terrified. He eyed her with concern. It was difficult to know what to do with the pair of them, but he could hardly abandon them now. Neither, however, could he allow the scientist to see inside the TARDIS.

"Suzy?" The drowsy voice put an end to the Doctor's cogitations. "What - what happened?"

"Professor Yates!" Delighted that there was now at least one familiar person present, Suzy began to feel a little safer. She helped the scientist to sit up, and he looked about in confusion. The sights awaiting him seemed not to sink in at first, and instead he blinked up at the Doctor; or perhaps at his flamboyant attire.

"You - I remember you. In the garden." He frowned, and then his eyes widened. "Those - those things! What's been happening? Suzy, are you alright?"

"Yes Professor, I'm fine." Suzy assisted the scientist to his feet. "We don't know what those creatures are, but he's-" she nodded at the Doctor - "a scientist too, and he says that they're from another universe, and that they're called Zooids." She frowned, remembering her promise not to speak of the TARDIS. "We don't know a lot else though."

"Zooids?" Yates looked interested. "Another universe?" He rubbed his forehead, as if trying to remove the confusion. He looked to the Doctor with a remarkably steady expression, and not an inch of disbelief. "Are you sure?"

"Oh yes." The Doctor was surprised but pleased at the lack of searching questions and frustrating scepticism. "They appear to have homed in on your radio broadcasts, Professor...?"

"Yates. Richard Yates." The scientist lowered his eyes. "When I set up the transmitter, I thought - well I don't know what I thought. I hardly expected..." His voice trailed off as he gazed past the Doctor at the disturbing vista of suspended life. "Those people... Can we help them?"

The Doctor shook his head. "All that we can do is try to reverse the process." He favoured Suzy and Yates with one of his most engaging smiles. "So! It's been very nice meeting you both, but if you don't mind, I think that my friend and I have our work cut out for us. That is, if you'd rather not wait here, Ace?"

"No fear. I'm with you Professor."

"Good." The Doctor was wondering how they could use the TARDIS without being too obvious about it, and decided instead to go on foot. The TARDIS would not be of any use until he was sure exactly what needed doing, and anyway... he would never have admitted it to anyone but himself, but the Doctor was not entirely confidant of landing in the right place if he went in his ship. Granted they had made it to Earth, 1958, but one miracle a day was quite enough, even for a Time Lord.

"Wait a minute. You can't honestly intend to go after those things while we stay here?" Yates drew himself up to his full height. "This is my responsibility. It was my radio transmission which brought these things here. I'm not leaving all of this to you."

The Doctor smiled. He liked Yates. There was something almost familiar about the scientist's determination, and about his calm acceptance of events. He could be a useful assistant.

"Okay." The Doctor nodded, acknowledging defeat. "But I can't promise to look out for you."

"We can look out for ourselves." Suzy sounded rather more confident than she felt. The Doctor smiled at her.

"Alright... Keep your eyes open and look for anything that's still moving. It's sure to be the enemy." He glanced over at Ace, who shrugged. Four people had to have a better chance than two, but all the same it was not an inspiring moment. They walked on together through the silent city, past slumped policemen and crashed cars; past mothers collapsed with their children and buses filled with sleeping passengers. Nothing moved, and there was no sound anywhere. Everything was silent. It was extremely disturbing.

**********

"You've... been waiting for me?" Mike took a step backwards, afraid. "Why?"

"Because you were coming." The creature waved his pincer bearing arms in the air. "You weren't neutralised with the rest."

"N-neutralised?" Glancing about for possible exit routes, Mike felt very cold. "I, er..."

"Don't worry. My intention wasn't to harm you. Quite the contrary in fact. I just wanted some company." The Zooid heaved a long, sad sigh. "I'm old, you see. The others left me here because they thought I was no use to them out there." His round, expressionless eyes were unfathomable, unindicative of whatever emotions he was feeling. "There was a malfunction in the stasis machine. When I went to sleep I was a young man barely into adulthood. Now the others are abandoning me here, because I'm too old."

"I--" Mike broke off, unwilling to feel too much pity for this creature. "Why did you come here?"

"To take over the planet." The Zooid did not bother to hide his peoples' intention. "Our own world was destroyed many aeons ago. We left on a search to find another. Many ships, setting out in many different directions, all in search of a place where we could one day live together again. But many of the ships were destroyed in the radiation storms, and tachyon interference took care of most of the others."

"What planet did you come from?" Edging closer to the Zooid, Mike tried to get a look at the instruments. His mind was clear enough for him to realise that something had to be done to stop these creatures from carrying out their plan; whatever it might be.

"Our planet was called Elleria. It lies in M-space, a long way away. Another universe... another lifetime." Sighing again, the Zooid stared at Mike for a long moment. "It's not easy to watch your planet erupt into flames. To know that every sight you've ever seen, every place you've ever been to, will suddenly cease to exist. To know that most of those you've met in your life will die, and that all of your plans, no matter how small or how big, will be destroyed before they have a chance to begin."

"Why tell me that?" Mike had managed to work himself into a position from which he could see the banks of controls which the Zooid appeared to be monitoring. "What makes you think I care?"

"Because it is exactly what awaits your planet. My people will destroy every form of animal life that they encounter. The largest and the smallest. They will destroy every building in every city. There's no escape." It reached out a large pincer, touching the human boy on the shoulder. "You're lucky, really, that you came here. When the others return, your end will be swift. Not like the rest of your people. They'll be hunted. Destroyed one by one. Or maybe eradicated in their entirety with one blow." He smiled, or seemed to. With his smooth, almost featureless face, it was difficult to be sure. "I'm sorry, almost."

"Almost?!" Mike pushed the large pincer aside, making a grab for the nearest control panel. Four arms moved instantly, almost snakelike in their manoeuvres, and held him back all too easily. He struggled, but could not move.

"Yes, almost." The Zooid continued talking as though nothing had interrupted it. "Do you expect me to have more sympathy for your people than for my own? Do you expect me to have more sorrow for this world than for Elleria? This planet is filled with animals, creatures that kill each other for food, and cut down or destroy plants as it pleases them. Your race is repugnant in the eyes of my people. You are like the mindless animals who were hunted out of existence in the days before my people learnt to take care of our planet. My people know no remorse, or pity. Not for creatures like you."

"Thanks." Mike felt the grip on his arms relax, and he pulled free. "So you just come here and destroy us. Just because you want a new home? Just because you felt like coming here? That's supposed to be fair?"

"No. That is the plan." The Zooid sighed heavily again. "If it were my choice, we would find some other world. The climate here does not agree with me. Your warmest countries have nights where the cold is intolerable; your tropics have to endure months of rain. But stay here we will."

"You can't do this. It's not right." Desperation tinged Mike's words with fear. In films, there was always some great hero who saved the day. It wasn't supposed to be left in the hands of a fourteen year old schoolboy who didn't have a clue what he was doing. The creature made a strange noise which suggested at a laugh.

"Don't try appealing to my better nature, boy. I don't have one. I'm not like you. My people are not animals; we despise all that makes you what you are. We have more in common with the trees that blow in the wind here. What pity or sorrow do they know?" He sighed again. "What joy can they experience?"

"You don't sound very happy about it," Mike muttered. The Zooid stared at him.

"Happiness?" He inquired, in a bored sounding voice. "I don't know it. My people will be happy... perhaps... when this world is ours. Not before." He shrugged, or seemed to. "The others will be back soon. They can explain better than I can."

"The others left you here. What makes you think they'll come back? They don't need this ship any more. Not now that they have my planet. What makes you think that they won't just walk off and never come back here? You could be waiting forever."

There was a silence. The Zooid leaned closer to his human captive, his dull eyes reflecting the lights of the room, but showing no inner light at all.

"All are important," he hissed. "All are necessary. They must return."

"You're not important. If you were they wouldn't have left you. If they have no emotions, they wouldn't mind losing you, and if you have no emotions, you won't mind being lost." Mike eyed the instruments again, wondering how much of a chance he would get to examine them if the Zooid's attention was elsewhere.

"I..." The creature regarded him thoughtfully, head on one side, then straightened up, his shoulders broadening. Mike took a step back, suddenly afraid of its great height and powerful build. It could easily kill him with one blow. "I think you have words that are worth listening to." Lowering his head, the Zooid gazed steadily at Mike, his empty eyes fixed on the boy's thin face. "Speak on."

**********

"Where are we going, Professor?" Ace dug her hands into the pockets of her jacket, a rebellious look on her face. She hated not knowing what was happening, and the Doctor, as much now as before he had changed, always seemed to forget to explain proceedings. He glanced back at her, seeming surprised that his new, long legs had left her several paces behind.

"We're going to the radio transmitter. The one that Professor Yates tapped into."

"Why?"

"I hope to use it to send out some kind of a signal of my own, to counteract whatever it is that the Zooids have done to the population. If we can bring them back to life, we may be able to get some help from somewhere."

"Oh, right." A thought occurred to her. "Professor?"

"Yes Ace?" Stopping so suddenly that she nearly crashed into him, he looked back. "What?"

"Well... If these Zooids followed his signals to Earth, what's to stop others doing the same?"

"Mmm. Exactly." He flashed her a broad grin. "Which is why, when we've finished, you're going to do a little demolition work. If you feel in the mood, of course."

"Of course." She returned his grin with one of her own. "Cool. Thanks Professor."

"No problem. Now, we, er..." He broke off, hesitating. "I, um... Where were we?"

"Going after the transmitter," Yates put in, waiting patiently nearby. The Doctor gazed at him distractedly for a moment.

"Yes, yes of course. The transmitter." He smiled. "Well come along then everybody. This way." He hurried off again. Yates raised his eyebrows and glanced at Ace. She grinned.

"Come on," she said as she hurried off after the Time Lord. "It's best not to let him get out of sight."

"I can imagine." He glanced back at Suzy, who was trailing behind. "Come on!"

"Coming." Suzy glanced back over her shoulder, afraid that she would see the Zooids coming after them at any moment. Given that she and her companions seemed to be the only four people left alive in the city, she didn't imagine that they would be too hard to find.

They hurried on, leaving the centre of town behind them, and soon reaching the more populated outer areas. Here the effects of the Zooid weapon were even more in evidence, with whole families slumped together in the streets. Ace climbed over a young couple, who appeared to have been hit whilst in the throes of an embrace, and she felt a burst of sympathy. They would probably never know what had happened to them; and she was willing to bet that if the Doctor did not succeed in whatever he was planning to do, these people would probably never wake up again. She speeded up her pace, catching up with the Doctor again, and glanced about at the houses as they passed them. They were close together in this part of town; small and homely in a way that suggested everybody knew each other here. An odd feeling crawled through her, and she realised that she missed that sort of comradeship. Being with the Doctor was special, but it was not the same as spending your days surrounded by all kinds of people, and going out in the evening with people your own age. She didn't dare guess how old the Doctor was, but she knew that he was considerably more than twenty-one.

"Ace?" Drawing alongside the other girl, Suzy cast a furtive glance about at the surrounding streets. "Do you feel like we're being watched?"

"Watched?" Ace slowed her stride a little, staring around. "I can't see anyone. Are you sure?"

"Yes." She shivered, her eyes wide with worry. "It's those things, isn't it. They're following us."

"It could be..." Ace caught her new friend by the arm and hurried her along. "We should stick close to the others, just in case."

"Then you think I'm right." Suzy began to glance around again, her concern clearly visible. "Shouldn't we tell the Doctor and Professor Yates?"

"Not until we know we're right." Ace pulled her jacket closer around her, suddenly feeling inexplicably cold. "The Doctor's got other things on his mind right now."

"Okay." Suzy tried not to shiver. "You seem to know exactly what to do. Almost as if this isn't the first time you've been chased by monsters." She smiled, obviously seeing some joke in this. Ace smiled back. The absurdity of running about through familiar and not-so-familiar streets, being chased by all manner of strange looking creatures all after her blood, hit her with a sudden blow. It was almost as if she were suddenly anxious to be doing something else. She crushed the thought immediately. The Doctor was the only family she had, and the TARDIS was the only home she really cared to remember. How could she possibly be thinking of looking for any sort of life beyond the one she was currently engaged with? It felt almost traitorous, and yet the thoughts came nonetheless.

"Ah ha!" Sounding delighted, the Doctor skidded to a halt, excitedly beckoning to the others to hurry up. They joined him at a large, grey building, box-like and uninteresting in appearance, which seemed more like an electricity powerhouse than anything concerning radio waves. The Doctor pulled something from his pocket, waving it around in hopeful circles.

"Mmm, uh huh. Okay... Oh!" The mutterings came in quick succession, mingled with indistinct words that did not seem to make much sense. Ace and the others waited impatiently, watching the Time Lord with amusement. He was clearly wrapped up in whatever task he had set himself, and had apparently forgotten all about them already.

"Er, Professor?" Ace asked. He mumbled something and frowned at the gadget in his hand.

"Now that's interesting. Wouldn't you say?" He glanced up at this, gazing at the girl in evident fascination, and she found herself nodding.

"Yes Professor."

"Mmm." He turned away again, once more staring at the gadget.

"Professor..."

"What?" Snapping back to the real world, he put the gadget away. "Ah, you're all here. Good. This is the radio mast control centre; or at least some kind of remote access point. The mast itself is, er... somewhere else."

"Jolly good." Yates, suddenly seeming as excited as the Doctor, and making Ace and Suzy feel truly left behind, tried the door handle. "It's locked."

"Oh." The Time Lord looked momentarily crestfallen, as if he had not considered that possibility, and then he grinned again. "Ace?"

"No problem, Professor." Ace glanced over the door, thinking that there were definite bonuses about this regeneration business. All of a sudden the Doctor was talking about her various skills as though they were a vital asset, rather than something she should try to avoid resorting to. The old Doctor, for all of his affability and good sense, had rarely allowed her to pick locks. She bent to the task, completing it in record time, with a little flourish.

"Good show." Pushing the door open, the Time Lord glanced inside. "We shall have to be careful, in case there's somebody about." He immediately seemed to forget his own advice and sauntered into the room, calling back to them in a loud voice. "This equipment is a little dated, but it should serve our needs."

"Dated?" Following his new associate into the room, Yates gazed around. "This is all brand new stuff. I would kill for a laboratory with some of this equipment in it. Look at this, and over here..." His voice trailed away as he went to examine something. Ace and Suzy exchanged a look of amusement, intrigued by this display of obvious excitement over what was, to them, something of very little significance.

"Is there anything we can do, Professor?" Suzy asked. Both the Doctor and Yates glanced up; the one because he was used to the sound of her voice, the other because he was used to Ace's tendency to call him by that name.

"Yes," Yates answered, gesturing at a tall bank of switches. "Watch the lights on that could you?" He began flicking switches without waiting to tell her what exactly she was watching for, and she dared not disturb his concentration by asking. The Doctor watched them for a second, then pulled the gadget from his pocket again, and began to prowl about the room.

"Professor?" Ace asked him. He glanced up, momentarily distracted, but did not answer. "Professor?"

"Yes Ace?"

"Would you like me to go and keep watch outside?"

"If you'd like." He smiled at some reading on the instrument in his hand. "This really is quite sweet. No micro-circuitry. Nothing even resembling a neuro-electronic interface." He grinned. "Not that there would be of course, but it would speed things up a little."

"Naturally." She rolled her eyes. "I'll go outside then shall I?"

"Certainly, yes. Be careful, won't you."

"Sure Professor." She strolled towards the door, hands in pockets, and peered out round the frame, half expecting to find a squad of four-armed alien warriors waiting for her in the street. Instead there was nothing but the empty roads of a dead part of town, empty even of the lifeless bodies of people and animals which cluttered up the streets elsewhere in the city. She couldn't decide which was more depressing; lifeless bodies, or just plain nobody at all.

"What's the plan, Doctor?" Yates asked, finishing his inspections and rejoining his companion. The Time Lord frowned, nodding at the gadget in his hand.

"A little radio broadcast," he said finally. "If the residual radio waves that my receiver here is picking up are anything to go by, we're dealing with some kind of signal tuned to a very specific frequency, too high for most creatures to hear. I would say that it has somehow blocked out neural activity, and sent everything into a form of deep coma. Ingenious."

"In a psychotic sort of way, I suppose." Yates frowned. "So what do we do? Send out a signal that is the direct opposite of the first?"

"In a way, yes, but I'm afraid that it's not quite that simple. If you can set everything here to producing white noise, I'll see if I can take it from there." The Doctor wandered over to the instruments, looking them over. He thought about the equipment back in the TARDIS, trying to compose a shopping list. The sonic inducer might be of use, and one of the power generators... The problem was how to use them without letting Yates see them. A scientist from this Time period was just too sophisticated, and might be able to learn a little too much from Gallifreyan technology. Now that he had had some time to scout around and take some readings, however, he was fairly confident that he could fix up something within the TARDIS which could make use of this control room to send out a signal of his own. He nodded slowly to himself, planning exactly how he could link the TARDIS systems to the transmitter in the control centre, so that he could use the radio mast in the same way that the Zooids had. Enthusiasm made his eyes shine brightly, and he rubbed his hands together, eager to be off. With Ace to assist him where she could, he might even be finished before it got dark; although, in all honesty, he wasn't too sure when that was. He rubbed his head, ruefully thinking about a comfortable chair and a cup of tea, and how he was supposed to be taking it easy after his all too recent regeneration. Somehow he never seemed to get the chance for that. Dismissing the thought, he turned to the door, hesitated and turned back. He glanced towards Suzy, wondering if she was capable of keeping watch for Yates while Ace was at the TARDIS. He had come to like the young woman, but he didn't feel terribly confident about leaving her just yet. She was too jumpy, too inexperienced in these matters. Instead he decided to take her with him, and leave Ace with Yates. He gestured to her and they left the room quickly, leaving Yates beginning to strip down one of the panels.

"What is it Doctor?" Suzy asked, once they were outside.

"Nothing, nothing." He smiled at her, a broad, confident smile which suggested that there was nothing at all that he couldn't accomplish, and that nothing could possibly go wrong whilst he was around. "I have to go back to my TARDIS, and I need a little help. Ace has to stay here and keep watch." He nodded at his companion, and she nodded back to show that she understood. Suzy glanced from one to the other of them and shrugged.

"Sure, okay. I'll help." She began to head off back in the direction of the centre of town. "Er... Doctor?"

"Yes?" Gazing at his little gadget again, the Doctor did not look up.

"What's Professor Yates doing?"

"Doing? Oh he's er... boosting the signal capabilities of the transmitter by, er, by re-routing the flow of--" He broke off, seeing that she had not understood. "Basically he's getting things ready for us."

"Oh." She nodded, not entirely confident of her own understanding. "I see."

**********

"Have you lived in Liverpool long?" the Doctor asked as they strolled onwards through the streets. Suzy almost jumped at the sound of his voice. He had been silent for so long that she had almost forgotten that he was there. She shrugged vaguely.

"About twenty years."

"Oh. You don't sound too local."

"Elocution lessons." She grinned. "My mother wanted me to sound like one of those women who read the announcements on the radio, but I got thrown out of finishing school for not doing my homework." She shrugged. "It was 1956, I was eighteen, and there was a club just round the corner that played rock 'n' roll all day long. What can I say?" She frowned at the Doctor. "What about Ace? Where's she from? I've never met a girl who dressed like that... all those badges, and a leather jacket just like the boys at the club wear."

The Doctor smiled, realising how uneducated this girl was in the ways of the world. It amused him to think that he had, for once, fallen in with a girl who needed to learn from him about emancipation. He thought of Sarah Jane, and tried not to laugh.

"Ace is from somewhere where convention is less important," he said at length, trying to decide which book he should dig out of his library, in order to set Suzy off in the right direction. There was sure to be something somewhere.

"Oh..." Suzy shrugged again, digging her hands into her pockets. She looked restless, as though she was eager to be doing something rather more positive than walking through dead streets heading towards a glorified police telephone box that she could not hope to understand. The Doctor could feel some awkward questions approaching, and was beginning to try formulating some answers, when a shadow between two buildings caught his eye. He jumped, spinning around and looking towards the sound. A shape moved slowly across the corner of his vision, allowing him only a glimpse of it before it disappeared.

"Don't move, Suzy," the Doctor whispered, staring intently at the place where the shape had been before it had vanished. "Stay where you are."

"Why?" She froze, her eyes flickering about as she tried to see what had captured the Doctor's attention. He held out his hand for hers, and threw her a vague, encouraging smile.

"Do you trust me, Suzy?"

"Yes." She was not sure why she answered in the affirmative, after having known him for such a short time; she only knew that she was certain he could be trusted.

"Good. Now when I give the word, I want you to run."

"Where?" Afraid, she stared up at him, searching for reassurance in the bright blue eyes; but seeing only cold determination.

"Away. Head for somewhere familiar, where you can be sure of finding your way. I'll follow."

"They're here. You've seen them." She shivered, but he made no answer, instead turning his head slightly to the left. He saw the shape clearly this time, as it moved across the mouth of an alleyway. It seemed almost as if it was playing with them, watching and waiting and manoeuvring into a better position. He caught a glimpse of four arms moving about, and a set of pincers snapping shut.

"Ready?" he whispered to Suzy. She nodded, not quite trusting her voice enough to speak. "Run!"

Shouting the last word, he pushed her hard, sending her scurrying on her way as her legs sought to keep up with her body's unexpected momentum. A loud crash followed her, echoing about the silent street, and she heard the sound of a laser bolt. Hot pieces of tarmac sprayed her shoes and she dodged aside, beginning to run in an irregular line as she heard the laser bolts erupting about around her. She heard footsteps, and prayed that they were the Doctor's, not daring to turn and look. More footsteps came after them, and she quickened her step, running as fast as she could, away from whatever was following.

Behind Suzy, the Doctor ducked as a large chunk of stone flew from the wall of a house, narrowly missing his head. He stumbled, almost losing his footing as his feet slipped off the curb, and he almost fell from the pavement onto the road. Another laser bolt fired past his head, this time striking a window pane, and blasting shards of half melted glass into the room beyond.

"Down here!" Grabbing Suzy by the arm, the Doctor dragged her into an alleyway and pushed her through the open door which fate had kindly left for them there. They found themselves in a café, with waitresses and customers slumped together over the tables, and a chef lying unconscious beside his stove.

"Where are we?" the Doctor hissed. Suzy glanced out of the window, ducking sharply as the glass exploded before her eyes.

"Er... Near to the centre of town. This place backs onto the main shopping areas. That's pretty close to where we left your - your thing."

"Good." He pulled her away from the window, seeing three Zooids beginning to march towards the building. They held their weapons in their more human-like hands, whilst their pincers snapped at the air. "I'm going to distract these three chaps for a moment, and I want you to run out the back way, and get back to the TARDIS, okay?"

"What about you?" She sounded almost mutinous, and he flashed her a grin, glad to see the true strength of her character.

"I'll be fine. I'm just going to make sure that our friends here don't get in the way. Here--" He lifted a chain from around his neck, and handed it to her. A strangely shaped metal object hung from the chain, etched with an odd, geometrical design. "This is the key to the TARDIS. Go inside and shut the doors. Did you see how?"

"Yes." She nodded, and closed her hand around the key. "Be careful."

"Naturally." He waved his hand at her. "Go on. Don't stop until you get there."

"Okay." She turned away and began to run, slipping from the café and heading out into the quiet streets. A pair of children lay side by side, and she jumped over them, unable to swerve away in time. A shiver ran through her at this apparent indication of her hardening to the plight of her fellow city dwellers. She hated this enforced silence; this vista of lifelessness. It hurt. She wanted to shout and try to make everybody wake up, but she wasn't sure if any of them would ever wake up again. As she ran further from the café, and realised that she had seen no sign of the Doctor following, she began to wonder if she would ever see him alive again, either. She gritted her teeth and ran on, trying not to think about any of it, but failing dismally.

**********

The Doctor crouched in the café, watching the Zooids approach the broken window. A rough plan was formulating in his head, but at the present time it was very rough indeed. He seemed to remember there being a time when he was rather good at thinking up plans, but he couldn't quite recall when that had been. Right now, with three unpleasantly tempered aliens heading towards him, he could think of little at all, which bothered him. He really didn't need this now, when the synapses in his brain were still recovering from the regeneration. His memory was playing tricks even more than usual, and he couldn't seem to concentrate.

Glancing back over his shoulder, the Time Lord tried to judge whether or not he had given Suzy enough time to get clear. She had been his main concern, and so long as she was safe, he should be able to think about making a move of his own. Deciding that she was long gone, he straightened up, waving his hands at the three Zooids.

"Hello?" Three powerful laser weapons spun to cover him, and he grinned. "Hello. I'm the Doctor. I don't want you to get the wrong impression here; I'm not surrendering or anything... but could we talk?"

"Talk?" One of the creatures walked closer, its impassive face staring back at him in smooth, cold emptiness. "You are the Doctor?"

"Er... yes." The Doctor frowned, bemused by this question. "I'm sorry, have we met? You'll have to excuse me if we have. Memories don't tend to travel well between regenerations." There was no answer, and he sighed. "Look, it's really very simple. This building is wired up to a very powerful explosive, and we'll all be killed if you take a step closer. Your guns will set it off too, so I wouldn't recommend firing them. I just wanted to ask you something."

"You wanted to ask us to leave." The Zooid stared back at him, its face never once displaying the slightest trace of emotion. "You consider this to be your planet. You want us to go."

"Yes! Jolly good." The Doctor frowned. "Do you read minds?"

"We have a machine that extracts thoughts." The Zooid's head tipped slowly to one side, as if the creature were trying to look at the Time Lord from a different angle. "We have captured your friends, and we used the machine on them."

"My... friends?" A cold burst of worry struck at the Doctor's hearts. "What friends?"

"The ones called..." The creature seemed to be thinking. "Yates and Ace." The words were obviously unfamiliar to it. It continued to stare, apparently searching for a reaction. "You will come with us now."

"Yes, I rather think I shall." The Doctor took a step forward, then hesitated. "How do I know that you really have them?"

"We have them." The Zooid turned away, evidently assuming that the Time Lord would follow. The Doctor hesitated, watching the backs of the three aliens as they strolled leisurely away down the street. He glanced back at the door that Suzy had gone through, thinking about her hurrying back to the TARDIS on her own, and he hoped that the Zooids had not managed to discover the location of the ship through the use of their machine. If they had, the young human woman would find an unpleasant reception waiting for her; and the Zooids would soon have the key to the TARDIS. He contemplated running after her, but dismissed the thought and clambered out of the broken window, heading off after the Zooids. Given the circumstances, there was little else that he could do.

**********

The Doctor gazed around at the banks of controls on the Zooid bridge. Many of them were beyond repair, and he allowed a small smile to show on his face. So that was why they had needed Yates' transmitter. Their own instruments, worn out by the long voyage from their own universe, could no longer do the jobs they had been built for. He ran his hand across one console and felt a sharp sting of electricity. Loose wiring obviously added to the Zooid's problems. No doubt that was why they had needed the human's radio mast to send out their incapacitating radio beam as well; and possibly why they hadn't just used it again once they had discovered that the Doctor and his friends had not been affected. They had probably only been able to send the signal once.

"You find our ship interesting?" One of the Zooids asked. The Doctor smiled.

"Very," he admitted cheerfully. "Tell me; are all your vessels in such excellent condition, or is this one just very lucky?" The creature snarled, the skin of its face seeming to change colour in a display of rage.

"Our ship brought us here. We have no further use for it. Its condition does not concern us." It moved closer, and its pincers snapped shut close to the Doctor's head. "Our journey is at an end."

"Ah yes. Of course." The Doctor nodded. "Naturally. You've wandered across the infinities of space, you've chosen your planet, and hard luck for the race already living here." He turned away in disgust. "It seems that the other universes have their share of worthless lifeforms too."

"You would be wise to watch your speech," the Zooid commander warned him, looming over his prisoner with the benefit of eight feet of height. The Doctor stared up at it, thinking that the creature was probably right. He should try to be a little more circumspect.

"Where are my friends?" he demanded. The Zooid stared down at him for a few moments more, then moved away.

"Safe. If you wish to join them, you can."

"You're very kind." The Doctor turned away to look at another console. "I can take you anywhere you want to go, you know; any planet. You needn't do this. I can take you somewhere where there are no indigenous lifeforms. Somewhere where you can live in peace."

"We have no desire to live in peace. We wish to live here." The Zooid waved an arm and an associate stepped up, catching hold of the Time Lord's arm with a heavy pincer. The pressure it exerted on his elbow suggested that it could do a lot of damage if it chose to. "This planet suits us very well."

"I'm so glad." The Doctor allowed his guard to drag him away, glancing back at the commander before he was pulled from the bridge. It stood before a bank of controls, its head bowed, staring at some screen that the Doctor could not see. Beside it, a plume of smoke rose from an instrument panel, and the Zooid swatted at it in irritation, yelling orders to the computer to quench the fire. There was no response, and a smile spread across the Time Lord's face. There was hope yet.

**********

"Doctor!" Ace greeted her friend with a mixture of pleasure and sorrow. It was good to see him, but she wished he wasn't there.

"Hello Ace." The Doctor glanced about at their prison. "Where's Yates?"

"They took him away. Something to do with needing his help." She sat down on a bench looking disconsolate. "How about Suzy?"

"She should be safe aboard the TARDIS by now." The Doctor frowned, thinking hard. "Ace, if you could get out of here, do you think you could find your way back to that house, and find a way to destroy Yates' equipment?"

"No problem, Professor." Ace grinned broadly. "A little magic powder and I could send the whole lot to Pluto."

"Yes, no doubt." He smiled back at her. "Okay, listen. This whole ship is falling apart. The electronics are failing, along with goodness knows what else. From what I can make out, this vessel was never designed for long range space travel, and it couldn't cope with crossing universes."

"So we should be able to break out okay?" Ace stood up, eager to be off. "Point the way, Professor."

"Of course." He ran his hands over the door and felt the slight vibration of a power source. "Stand back." Quickly he pulled his detecting gadget from his pocket and broke it open, toying with the circuitry. "A little rewiring here, and we should have a device that--" He grinned. "Here." He fixed his gadget to the door, flicked a switch and jumped back. Nothing happened.

"Er Doctor...?" Ace began, but he shot her an irritable glance and she fell silent.

"Give it a chance."

"But what-?" Her answer was a loud fizzing and a sudden burst of flame. Slowly the door hissed open, jamming half way. "Cool!"

"Not bad, no." He peered out round the door, then slipped through the gap and glanced about. "Everything looks clear. Come on."

"Where to?"

"You have to get to the main exit. Follow the railway lines to Yates' house. And do try and make sure that he's not in it before you blow it up."

"I think I can manage that." She smiled, then hesitated before setting off. "What are you going to be doing?"

"Finding some way to stop the Zooids."

"Be careful."

"I will." He smiled at her. "You just worry about stopping the rest of their fleet from showing up. I'll see you later."

"Okay." She raised a hand in farewell and hurried off down the corridor. Left alone, the Doctor gazed thoughtfully about at the six corridors which intersected at the point where he stood. He had no idea where to start. Choosing a direction at random he headed off, resisting the compulsion to whistle. He had to find some way of foiling the Zooids' plans.

**********

Ace hurried out of the space ship, glancing about as she ran down the ramp. Nobody came after her, or called out to her to stop. There were no laser bolts, no angry Zooids; just a long ramp, a quiet railway line and a large piece of wasteground. It would have been quite a depressing sight, were she not so relieved.

With the Doctor's cautionary words echoing in her ears she ran quickly away from the ship, staring back at it. It was not as large as many that she had seen, and it looked old from this angle too, now that she thought about it. There were scorch marks on the sides, and large scratches from its journey through space. She felt oddly sorry for it; sitting like an abandoned family car in a scrap yard. It must have been through so many galaxies. She imagined the planets it must have passed by on its voyage, presumably whilst its passengers slept the voyage away in stasis. It seemed a shame to see it left here, where it would probably never move again.

It was easy to find the TARDIS, located as it was in the centre of town. Ace banged on the door, casting nervous glances about in case there were any Zooids in the vicinity. Nothing moved, although her eyes lingered on the slumped bodies of the pedestrians. She was certain that at any moment they were going to stand up and come for her.

The doors opened suddenly and she hurried inside, greeting Suzy with a cheerful clap on the shoulder. The girl looked anxious, and glanced through the door.

"The Doctor?" she asked. "And Professor Yates?"

"In the Zooid ship. At least the Doctor is." Ace hurried over to the console and shut the door, then disappeared through the internal door. She reappeared moments later with a bag thrown over her shoulders. "Come on."

"Where are we going?"

"To the house. We have to do a little demolition." Ace opened the door again. "Do you still have the key?"

"In my pocket." Suzy looked puzzled. "Demolition work?"

"Professor Yates' equipment. I'm sure he'll understand. She hurried the girl along and pulled the door shut again. "Have you ever had any great desire to blow up a house?"

"Well now that you come to mention it..." Suzy grinned. "Come on, I know a short cut to that part of town." She took the lead, running away down an alley. Ace followed, taking great care of the bag on her shoulder. She wondered how best to set the explosives and almost forgot to keep a watch for signs of pursuit.

**********

The Doctor had long abandoned any pretence at being quiet, as he wandered down the endless corridors of the space ship. For a vessel that had not seemed so very large on the outside, it had an almost TARDISian collection of corridors inside it. He wondered at that, but could detect no dimensular engineering anywhere. Playing his harmonica softly he strolled onwards, trying to remember the words to the second verse of Heartbreak Hotel. He was tempted to play something by the Beatles or the Stones, but decided against it. He still wasn't sure where Professor Yates was, after all.

A sharp click made the Doctor freeze in his tracks, and he lowered the harmonica, cursing himself for not being more alert. Slowly he turned round, but could see nothing. The clicking sound came again, and he glanced up. A ventilation grille set into the wall wobbled dangerously, then fell from its housing with a sudden clatter. The Doctor caught it by reflex, anxious to stop it from falling onto the floor, and making an even louder noise. There was a second's inactivity, then a small figure clambered out of the hole and dropped onto the floor, grinning up at the Doctor with a look of triumph.

"Who are you?" Too amazed by the sudden appearance of a small boy to make a more proper greeting, the Doctor gazed at the small figure in wonder. "Where did you-?"

"My name's Mike." The boy dusted himself off, straightening the collar of his leather jacket. "I'm sorry sir, but there isn't much time for introductions. The guard is due down this corridor any minute now. You'd better come with me." He began to hurry off down the corridor and the Doctor, too confused to argue, hurried after him. They arrived at a large door, which slid open at their approach.

"In here," the boy told him, and led the way in. The Doctor glanced about. They were in some kind of a store room, with all manner of pieces of equipment cluttering up the floor. He saw the figure of a Zooid standing in the shadows, and froze.

"It's okay. That's just Elvis." Mike grinned. "They don't seem to have names, so I gave him that one."

"It, er... suits him." The Doctor approached the Zooid with a feeling of trepidation. "I'm the Doctor. I take it that you're on our side then, er... Elvis?"

"I am." The creature lowered its head, then glanced past the Doctor towards Mike. "Where are the others?"

"Seven of them are still on the bridge, but the other two aren't on the ship any more. They went somewhere with..." He hesitated. "With another prisoner."

"Ah." The creature nodded slowly, then turned back to the Doctor. "I am Elvis. I am not from this universe."

"Yes, I know. What I don't know is why you're here with him." He gestured at the boy. Elvis lowered its head, turning it this way and that.

"I am old," it said finally. "Like this ship. We are both to be abandoned by the others. The ship will be stripped of its parts, and I will be used as food for the rest of the crew. I do not wish for that to happen."

"I see." The Doctor frowned. "How did that come about? I thought you people were a pretty unemotional bunch. Feelings don't count for much."

"Perhaps I wish for something more." Elvis stared at him, its empty eyes seeming to glow. "I have slept my life away on the voyage to this world, Doctor. I have missed life. I do not wish to waste any more of it."

"Ah." This the Doctor understood. If the Zooids held such little store by old age, they would not have brought an old member of their race with them. That could only mean that something had gone wrong with the stasis machine. He felt a burst of sympathy for the creature, and reached out, putting his hand on the Zooid's arm. "I'm sorry, really."

"I'm sure you are. Sorrow is something I have witnessed in others. Usually in animals when others die." Elvis tilted its head to look at the Doctor. "I used to believe in the supremity of my kind. Now I wish that I were an animal. I have despised them as vermin all of my life, but now... I'm not so sure."

"I'm rather glad to hear it." The Doctor glanced back at Mike. "Some time I'm going to want to hear all about this. In the mean time, we have to come up with a plan."

"We have a plan, Doctor." Elvis cocked its head on one side again. "You must prevent my people from coming to this planet. Are you capable of restoring the animals to life?"

"Yes, I think so." The Doctor frowned. "Why. What are you planning?"

"I will initiate the countdown sequence, and take the ship back out into space. That is all that I can do."

"I don't think this ship can take space flight anymore. I'm not sure that it even has the power it needs to make orbit." The Doctor shook his head. "You can't try something like this."

"Yes I can. What else is there to do?" The Zooid shook its great head from side to side. "Another planet, perhaps. Maybe by then I shall be dead, and will not be able to prevent the colonisation. I will help to save this planet; but spare a thought, Doctor, for the eventual destination of the Zooids. They will live somewhere."

"I don't doubt it." The Doctor glanced back at Mike. "Do you know the way out of here?"

"I think so." The boy shrugged, and looked up at Elvis. "This means it's goodbye then, I suppose."

"Goodbye Mike." The creature reached out one of its pincers and pushed him towards the door. "Move fast and think faster. It is what puts you above the plants."

"Maybe." Mike grinned and left. The Doctor smiled at the Zooid.

"Good luck," he said, staring up into the empty grey eyes of the strange creature. It lowered its head slightly and waved him towards the door.

"Luck is a concept for animals. Zooids need only instinct. Leave now Doctor. The countdown will not take long, once it is initiated."

"You won't get very far," the Time Lord told him. The creature made a strange noise, which might have been laughter, had it been capable.

"We will get far enough," it said slowly, and turned away. For a second he hesitated in indecision, then the Doctor closed the door and turned to Mike.

"We have to leave," he said. The boy nodded.

"This way." He broke into a run, hesitating only once or twice, and they soon arrived at the exit. It stood open, the ramp leading away down to the rail tracks. Mike paused.

"Will Elvis be alright?" he asked. The Doctor looked away, unsure of the answer.

"That depends on how much power is left in the ship's systems," he said finally. "They might make it through the atmosphere... or they might not."

"Oh." Mike began to walk down the ramp. As they reached the ground, a shadow moved in the doorway and they looked up to see a Zooid appearing above them. It raised its gun, pointing it directly at the pair. The Doctor tensed, ready to push Mike out of the way, when suddenly the ramp began to rise. The Zooid, taken by surprise, took a step backwards, and the Doctor took advantage of the moment. He pushed Mike ahead and began to run, hearing a single blast of the gun before the ramp lifted up completely and the Zooid was gone from sight.

"Elvis?" Mike asked. The Doctor nodded.

"They'll be on to him now. I hope he can stay out of the way long enough to get the job done." He looked up and down the railway line and scowled, his usual lack of directional sense confusing him. "I don't suppose you know the way from here?"

Mike looked amused. "Follow me." He set off along the track, heading towards Yates' holiday house. They glanced back as they neared the row of buildings, and saw the Zooid ship beginning to rise into the air. The Doctor lowered his eyes.

"Good luck old chap," he whispered softly. Mike showed no sign of having heard. Instead he turned away and began to trudge onwards. He had apparently not before seen the unconscious bodies of the locals, lying strewn about the ground, and he glanced questioningly up at the Doctor.

"They did this?" he asked. The Time Lord nodded.

"I have the equipment to reverse the effect. It's just a question of setting everything up."

"I hope so." They walked on again in silence. They were still walking when they heard the sound of an almighty explosion, which rocked the ground beneath their feet.

**********

"Ace!" Running towards the smoking, shifting pile of rubble which stretched out before him, the Doctor caught his assistant by the arms. "Are you alright?"

"Never better." She coughed as a plume of dust and smoke rose up into her face. "Wow. Did you see it go?"

"Yes." He grinned at her. "The equipment is gone?"

"Completely." Looking as dusty as Ace, Yates appeared, trying in vain to straighten his clothes. "It's a shame, but I think I shall learn to live with it." He frowned. "Mike. What the devil are you doing here?"

"You two know each other?" The Doctor looked from the tall, thin faced professor to the boy, and began to notice a few family resemblances. In a sudden flash of realisation he could see in Professor Yates something of the man that his son was to become.

"This is my son, Mike," Yates said, putting his hand on the boy's shoulder. "I shall be interested to know what you've been up to, young man."

"Whatever it is, be glad for it." The Doctor walked over to the rubble and glanced through it. "The other two Zooids..."

"Dead." Ace managed to sound both regretful and oddly triumphant. "I'm sorry, Doctor, but there was no way to avoid it."

"I understand." He glanced around at them all; at Ace, Yates and Suzy with their dust covered faces; at Mike looking as though he could happily do it all again; and he smiled. "Well that's that then. There's just the signal to sort out."

"And the other Zooids?" Suzy asked. "The other ships that might be out there somewhere?"

"Not our problem, for now. We have no way of knowing where they are. They might not even be in this universe." The Doctor shrugged. "Maybe they'll turn up. Maybe they won't. In the meantime, it's over. We should have this place going in no time."

"It's all going to take some explaining," Yates said with a grin. The Doctor nodded.

"Somebody usually thinks of something." He glanced over at Ace. "I'll be needing your help."

"Sure." She took her jacket off to shake it, and gestured at Suzy to follow on. Left behind in the rubble, Yates and his son began to try to salvage what they could from the mess. Somwhere far above them, the Zooid ship glowed with heat as it tried to leave the atmosphere; then it exploded into a million pieces.

**********

Liverpool began to move again. At first there was the inevitable confusion, but in what seemed like no time at all, the cars were back on the streets and the pedestrians began to walk about the pavements, calling to each other and shouting greetings. The Doctor imagined that it would be the same all over the country, although he suspected that he would never know how widespread the effects had been.

In the small back street where he had moved the TARDIS, the Doctor stood alone with Ace, watching the people move by outside the alley. Yates and Mike waited just out of sight, along with Suzy. It was time to leave, but the Doctor suspected that it was not as simple as that. He smiled at Ace.

"You're not coming, are you?" he asked. She glanced up at him, surprised by the question.

"How-? I mean..." She sighed. "I don't want you to think that it's because of the regeneration..."

"It's okay." He smiled fondly down at her. "I understand Ace. I've seen it in your eyes. I've seen the way that you've looked at this place. You've never looked at any other place in the same way; not for as long as I've known you."

"Then you don't mind?"

He smiled awkwardly, looking away for a second.

"You've hardly seen the place at it's best. I think, given a day or two, you'll realise that you've chosen a wonderful place to live in. Never regret it."

"I won't." She took his hand and smiled up at him. "Thanks, Professor. For everything."

"No. Thankyou, Ace." He pulled free, and headed towards the TARDIS doors. "Remember not to speak to anyone, especially young Mike back there."

"I won't. I promise."

"Good." He smiled. "But if you can wait until 1965, you could look up a young couple in London. Ian Chesterton and Barbara Wright. They knew me in my first incarnation. Or will know me. We haven't met yet."

"I might just do that." She grinned. "Don't worry about me, Professor. I love this place. I love the music, and the city. I'll be careful, about the places that I go, and the things that I do."

"I know you will." He opened the door and hesitated, glancing towards Suzy, who waited just outside the alley with the professor and his son. "Suzy? Your jacket is inside. Do you want to fetch it before I leave?"

"Thanks." She ran over and disappeared into the ship. The Doctor followed her inside, and the doors closed. Ace smiled at them one last time, then she walked away down the alley until the TARDIS was gone from sight. Yates frowned.

"Are you alright?" he asked her. She nodded, and smiled at him.

"I'm fine." Her hand closed around an object that the Doctor had left in her hand. As she turned away from Yates, she opened her fist and looked at the object. It was a TARDIS key, on a gold chain. She smiled at it. Maybe one day she would get to use it again; or maybe one day her son or her daughter would see a police box appear out of nothingness, and would wonder... She smiled. She had other things to think about now. With a bemused Yates and his son in tow, she headed off to find somewhere to live.

**********

In the TARDIS, Suzy walked into the console room, holding her jacket in her hand.

"I found it," she announced. The Doctor nodded thoughtfully, gazing at the rising and falling central column. "This is the door control, right?"

"It won't work while we're in flight," he told her, a vaguely troubled look on his face. She blinked.

"While we're what?"

"In flight. I have no idea where we're headed I'm afraid. That's the trouble with the TARDIS."

There was a silence. Suzy stared at the Doctor, then at the doors. She began to walk purposefully towards them.

"I'm leaving," she announced, with some force.

"I really wouldn't recommend it right now." He lowered his eyes slightly. "I'm sorry. Really. But you've seen things, and you've heard things, that just aren't safe for someone in 1958 to know. Especially someone who knows Professor Yates and his son."

"Meaning?" Taken aback, she stared at him, a mixture of fear and confusion colouring her tone.

"Meaning that that boy mustn't know anything about me until I meet him in 1970. I couldn't take the chance that you'd tell him something." He took a deep breath. "I'm sorry."

"You've kidnapped me?" She stared at him in shock. "I trusted you. I thought you were nice."

"So did I." He turned away and headed towards the inner door. "I can't take you back there, Suzy; I couldn't even if I were willing to try. I'm sorry that you had to get mixed up in this, but neither of us can change what's happened."

"Really." She stormed past him, heading off down the corridor, and he sighed deeply. This was not the way that he had hoped it would go; but there was no sense in hiding from what had happened. He began to follow her, as much to try and prevent her from getting lost as to try to talk her into calming down. He had hoped that she would welcome the chance to explore the universe with him. Perhaps she would, given time. He slowed his stride and then stopped altogether, before turning around and heading back to the console room. Perhaps a trip to some nice place; a garden planet maybe, or possibly even the Eye of Orion. That would help her to relax, and might even change her mind. Content with this decision, he laid in the course and leant against the console, pulling out his harmonica once again. Counting time with his foot, he began to play Rock Around The Clock, and he didn't even notice as his tapping caused a switch on the console to slide back. The destination co-ordinates blurred and changed, and the TARDIS began to head somewhere else. The Doctor played on, blissfully unaware, as his ship led him onwards through the Matrix.

THE END