The marketplace on Belvata, as it turned out, was not all that the Doctor had promised. "London's South Bank, times ten!" he had exclaimed, flipping a switch on the TARDIS console with an unnecessary flourish. "Performers, music, decorations, anything you can think to buy, you name it." He had raced down the ramp, still babbling enthusiastically, tugging his long coat over his shoulders as he enumerated the many spectacular aspects of Belvata and forgetting in his excitement to see whether Rose had followed.

Not for the first time, the reality was a far cry from the picture he had painted. Not that there was anything blatantly wrong with the marketplace, per se, but there were certainly no performers, no music, and, unless large and plentiful posters of an austere male face passed as festive, no decorations. Still rattling on about a trip he had made here a few hundred years back, the Doctor didn't seem to notice the discrepancy and he grabbed Rose's hand, swinging it up and then down in childish contentment. Rose was only half listening. The longer they walked the cobbled main street, the more heightened became her vague sense of unease.

"—And a matriarchal society," the Doctor prattled on, having paused not once in his tangential speech. "I mean, how brilliant is that! Government, institutions, laboratories, hospitals, all run by the women. And I'll tell you what, they are thriving. Show me a more organized society and I will eat my own shoe, I swear I will."

"They're staring at us," Rose muttered, keeping her eye on the citizens who passed them on the street. In fact what she meant was the very opposite: the reptilian humanoids strictly avoided looking at them, lowering their eyes and hurrying past the foreigners. Adults pulled their children closer, quickened their footsteps, remained silent and closed off. Every set of eyes noticed them, just as every set of eyes denied them.

"Their arts!" the Doctor's monologue continued. "Unmatched. Just beautiful. And I've seen plenty, across planets and galaxies and what have you, and it still gives me chills, every time. Tell you what, we should visit the arts sector."

"Doctor," Rose said.

"You know what I could really do with, one of those tarts with the powdered sugar on top. Melt in your mouth, they do, can't get enough of them. So popular that they're exported right across the galaxy. I'm not saying I brought you here just for the tarts, but, well—"

"Doctor," Rose repeated, hitting him in the arm. Affronted, he stopped talking mid-sentence and looked at her, mouth agape in bemusement.

"Look," she hissed.

He looked. First as the market, then back at her. Then at the market.

"Ahhm, yes, I know. Good, isn't it?" he told her, confusion arching his brows.

A young woman distracted by a precariously stacked bundle of parcels in her arms nearly walked into Rose, sidestepping her at the last moment and looking up with an apology on her lips, only to hastily avert her gaze and bustle off, the apology forgotten. Rose frowned at the Doctor.

"You're sure they've seen aliens before? I mean, they've had visitors from other planets, you said."

"Yes, of course they have, Rose. Eighteen Beta Apple, the First Landing. After that, couldn't get visitors to stop coming. Popular planet, Belvata."

"So why," Rose said through her teeth, "are all of them so scared of us."

"Are they?"

In unison they turned from each other to observe the passers-by. The Doctor had long since released Rose's hand and they stood side by side in silence, parting the market-goers like two stones submerged in a river.

The Doctor squinted into the small crowd, searching for the reasoning behind Rose's claim. "It's not that bad, is it? Sure, two or three people have the jitters. Pure xenophobia, probably. You can't expect everyone to like strangers."

"Something's not right," Rose insisted.

"How do you mean?"

"Something's…off. I dunno, it's just off."

And then he gave it a proper look, unencumbered by his whizzing mind and jabbering mouth, nor by the glance he shot at Rose every other minute to see if she was enthralled by this latest destination. At first glance, all seemed fine. The main street on which they stood was wide and crowded, flanked on either side by stalls selling food and other supplies. The stalls ranged in permanency, from beautifully crafted wooden structures to little more than a cloth held up by sticks in a parody of a tent, and many of them sported awnings that provided a modicum of shade against the blazing sun. Vendors shook their wares at passerby, cradled items in outstretched hands and called out prices, trying to catch the attention of any potential customer.

Bombarding them from all sides were myriad scents, of food cooking and meats sizzling and smoke from small fires on which vendors turned or stirred their wares. Hinting tendrils of something sweet wafted toward them from a stall on their left and Rose, expecting confectionaries, saw instead several rows of glazed meats turning on spits over a pit of glowing embers. Bitter spices scented the air from somewhere on their right and a huge pot of what appeared to be some kind of nutty porridge assaulted their noses with its harsh odor.

A small child somewhere wailed and the murmurings of exchange could be heard from several stands. The market was well populated by bustling customers, and yet there was a hush to it, of lowered voices and timid movements. Of the populace, the Doctor and Rose were clearly the only outsiders; the rest were locals, uniformly humanoid with vaguely reptilian features. One would barely recognize them as non-human from a distance but for the pale green hues of their skin, which upon closer inspection was scaly and had a faint sheen. Hair grew from their heads but not from their faces and was kept short on the men and women alike.

The locals displayed varying styles of clothing—different classes or cultures, Rose couldn't tell—but not one of the outfits looked clean or new or lacked holes and tears. The children's clothing was threadbare and not a single child in sight wore clothes that fit. Two inches too long, two inches too short, and covered in patches. And yet, there were so few children present at the marketplace. Only the very young attended with their parent, most young enough to need to be carried. They were kept close, parents maintaining a watchful eye at all times.

And the more they looked, the more they saw. No groups of shoppers congregated to chat, nor did anyone smile beyond a strained pursing of the lips. Even the youngsters remained quiet and composed, a seriousness to their faces that, try as they might, Rose and the Doctor could not bring themselves to attribute to this region's culture.

Past the stalls the roofs of mud brick houses could be seen, a hint at a city beyond the market. Many of these were in dire need of repair, the shingles crumbling and leaving gaping holes. The worst of it was the poverty they hadn't noticed before, blending into the crowd, unnoticed by the two visitors or by the locals: every city had its beggars but here they stooped at every corner, most of them children. Thin and unwashed, clothes worn to almost nothing, they silently stood with empty, downturned eyes and hands outstretched. So motionless and dirty were they that it was easy to understand how they had been overlooked; they had much the same vitality as the walls they stood against, becoming in their stillness lifeless extensions of the city.

Rose felt a pang and reached into the pocket of her coat, which she had taken off after stepping out of the TARDIS into the heat of the city of Velos. Ever since a misadventure involving alien cuisine a while back she had taken to keeping a chocolate bar on her during their travels; she wasn't going to eat pickled tendons again, thank you very much. The Doctor watched as she approached a young boy who stood huddled against a wall with his chin tucked against his chest, grimy hands meekly held open before him. His otherwise brown hair was pale with dust and his bare arms were little more than skin and bone. Gingerly Rose placed the chocolate bar in his open palms. For a split second shock, surprise, delight transformed his face and he looked up to thank his benefactor, and just as quickly the glowing gratitude was gone as he recoiled and thrust the bar back at Rose, shaking his head furiously. Deliberately he refocused his gaze on the ground.

"No, it's for you," she told him, wondering if she had made a cultural faux pas. He shook his head harder, blindly holding out the food for her to take it back.

"Please keep it," she said, not understanding. "It's food, it's good." The boy pressed his lips together and dropped the chocolate bar. Without a backward glance he took off, running around the corner and out of sight.

Rose stared openmouthed at the Doctor. "What was that," she asked, stooping to pick up the discarded food. Unsettled, she returned it to her coat pocket.

He frowned and lifted his chin to scan their surroundings. "I don't know," he said slowly. "But you're right, something's odd here. Everyone is scared, and not just of us."

"But that boy—he was okay until he saw my face. I'm not that bad-looking, am I?" she asked jokingly.

"Yes," he replied absentmindedly, still examining the marketplace.

"Oi!" She elbowed him and he came out of his reverie.

"What? Sorry, wasn't listening. What was the question?"

Rose rolled her eyes and looked around them. Along the main street intersected several side streets, narrower than the one on which the marketplace was situated and seemingly residential. She raised her eyebrows at the Doctor and, seeming to understand her meaning, he set off down the street with his hands in his pockets, eyes open to all that could be seen. Past a table covered in rows of breads, past bowls of spices and bolts of cloth, past jars of preserved goods both wet and dry, they walked and watched and listened.

They stopped at a street corner, to the right of which was a narrow, dead-end alleyway strewn with rubble and garbage. The Doctor was focused on something Rose couldn't see, the view blocked by his broad shoulders. She stepped around him and followed his gaze. On the corner of the mud brick dwelling, scattered across the surface of the wall up to eight inches from the edge, were several holes about the width of a one-pound coin. The Doctor reached out a hand and fingered them lightly, leaning close.

"Are those...?" Rose began tentatively.

Sightlessly reaching into an inner jacket pocket, the Doctor removed his glasses and slipped them on. The area around each hole was slightly singed, the pale brick blackened in a ring. The Doctor leaned closer, until his nose was a mere centimeter from the wall, and unabashedly licked the dusty brick. He rolled the taste around in his mouth, still focused on the wall, and then he straightened and took a slow step back.

"Melagmite hypergun, unless I'm mistaken. And I rarely am," he murmured, a weary gravity in his voice. Without a word he strode down the alleyway, leaving Rose to hurry after him.

They halted midway down it, or rather the Doctor halted and Rose tripped over her own feet to avoid running into him.

He crouched, examining the ground this time, and it became apparent that what at first had seemed to be garbage was something else, something that had once held color and meaning before it was burnt to a crisp.

"A memorial," the Doctor said so softly that at first Rose wasn't certain if he was talking to her. He stirred the ashes with two long fingers, turned over the larger objects that had not been entirely pulverized in the flames. The felt body of a patterned doll, a plain metal necklace, a faded red button….

"Is it…customary to burn memorials here?" Rose said. Her eyes sought his, but he didn't look at her, unmoving from his crouch. He didn't answer, compelling her to ask again.

"Doctor?"

"No." The word came out as a low growl. "Not here. Memorials are sacred, no one would do this out of respect."

"Then—"

"People were killed here. More than one person." He pulled the necklace out of the ashes and held it dangling from his hand, the dirtied metal catching what little light reached the depths of the alley. He rose to his full height, anger etched in his voice and his face and his spine. "Someone stood out there, far enough to miss, and fired on them, and killed them. And then when a memorial went up for the dead, they burned it."

"Who would do that?"

"Hyperguns, that's military grade. This wasn't a civilian attack. This was a government-backed massacre." He stooped and picked up the burnt doll, turning it over mindlessly in his hand. "We need to leave. This isn't our fight. It's not safe here." He dropped the doll back on the pile of ashes and abruptly turned and marched back to the entrance to the alley, leaving Rose to once more hurry after him.

Rose was bursting with questions but the look on his face stopped her. She had seen that face many times before and knew better. It was the look given him by the Daleks, by the Cybermen and the Time War and the destruction of kind and innocent things.

They headed back down the main street, walking fast this time, paying little attention to the locals who put space between themselves and the foreigners. The Doctor saw nothing; all this, whatever this was, went far beyond what they had discovered in that alleyway. It was in the fear that every local carried, the poverty on every corner, the absence of children and of friendly interaction.

The Doctor seemed to sense Rose's need for answers because he spoke, neither turning his head nor slowing down.

"It's not an isolated incident. Not when all the people are like this. Something's gone wrong here, maybe to the whole country."

"What is it?"

"A tyranny? An invasion? A militant uprising? Hard to say." He scanned the small crowd of shoppers. The TARDIS was still a half-mile away, having been parked a short distance from the marketplace to avoid a disruption. "It doesn't matter, not to us. There's nothing we can do."

Rose didn't argue. If the Doctor of all people said it was too dangerous, she wasn't about to contradict him, particularly if the situation was beyond their ability to help. Perhaps he was remembering a previous misadventure and taking extra precautions to keep Rose out of harm's way as he had failed to do before. Not that it had been his fault, of course. But he still looked at her sometimes and was overwhelmed with guilt, memories of fear and pain flooding back and stopping him in his tracks. At times like these Rose would ask him what was wrong and he would brush it off, though he was certain she knew. One didn't forget torture in a hurry.

They were only two blocks from the TARDIS, just on the edge of the expansive market, when they sighted something that brought both of them dread. Advancing up the street toward them, marching at a steady pace, were half a dozen burly, reptilian men with weapons drawn and aimed at Rose and the Doctor. They wore no discernible military attire, no badges or ribbons or uniform, but the air of authority they carried was unmistakable and if that didn't convey their purpose then their very large guns did. Fear brought focus, and they saw the civilian clothing was customized with various sizes of knives sheathed in belts and protruding from boots. The Doctor and Rose slowed to a nervous stop.

Grasping at hope, or optimism, or both, the Doctor swiveled to look behind them. The locals had retreated, pressed themselves against walls or ducked under awnings, leaving the main street clear. Some turned away, though others watched fearfully. A child, perhaps the same child whose cries they had heard earlier, began to bawl and was quickly silenced.

The river had parted around them.

"We haven't done anything," Rose whispered frantically to the Doctor.

"We're outsiders, we're not welcome here," he hissed back. "We could be any number of things, spies or worse. Put your hands up and don't do or say anything."

She obliged, slowly lifting her hands to shoulder-height as he did the same. The Doctor's distaste for guns was outweighed by recognition of the very real danger they were in and he tried to reason with the men advancing on them. "Don't shoot! Don't shoot, we mean no harm! We were just leaving, honest."

"It's not working," Rose whispered. It was true. The men showed no signs of retreating or of lowering their weapons.

"I can see that, thanks," he muttered

Without fully realizing it they had started to back away slowly as the men advanced, step by step, until they were aligned with the opening to a street on their right.

They were stopped by a voice, unexpected enough to make Rose jump and the Doctor flinch:

"What the hell do you think you're doing?"

It came as an angry hiss, too quiet for the oncoming armed men to hear, and from the corner of his eye the Doctor could just see a hooded figure, male by the sound of the voice but with face obscured, standing just out of sight of anyone on the main street.

Unable to find a suitable response to the question, the Doctor remained silent, eyes fixed on the immediate threat.

The men had halted, guns still drawn and aimed on the Doctor and Rose, and as the marketplace watched the six of them arranged themselves in a line, effectively blocking the street.

"When I say duck," came the voice from the side street, "you duck."

There was the sound of pounding footsteps.

Then silence.

The Doctor risked a hasty glance into the entrance of the side street. The hooded man was gone.

A brisk order was issued by one of the men and the two on the ends of the line started forward, holstering weapons to free their hands. They walked towards the two at a leisurely pace, unhurried, perhaps too assured in their own weaponry to need to worry about their targets trying to run. After all, they were six and the Doctor and Rose were only two. Rose shot a nervous look at the Doctor but he didn't see, was too focused on the approaching men, and then the men were upon them and had grabbed them by the shoulders, spun them around, clamped their arms behind their backs. The Doctor gritted his teeth and Rose cried out at the rough treatment.

From the line of remaining gunmen, at last they received communication. "By the Hand and the Mouth of Argulos, you are under arrest for crimes against the Seat of Kress, punishable by death, as ordained by the First Tier of Velos."

"Wha— We're tourists, we're just tourists!" the Doctor shouted as they were violently shoved in the direction of the speaker, the one who seemed most likely to be the leader. His protests were ineffective and it became immediately apparent that there would be no talking their way out of this one. Why he had ever thought there had been a chance of doing so, he couldn't say; the memorial should have indicated otherwise.

They were shoved forward, the soldiers—for the Doctor could think of no better words to describe them—heedless of comfort or footing or the words that the Doctor had spoken. They did not speak beyond the threatening message. They did not loosen their painful grips on the Doctor and Rose's arms. And then, without warning, they stopped.

The soldier holding Rose cried out a warning but it was too late: just as the prisoners noticed the hooded man crouching behind the line of soldiers, the shout came: "DUCK!"

The Doctor grabbed Rose and pulled her down to the ground, hard. Her arm twisted painfully in the soldier's grasp and abruptly his hand was torn from her arm and she felt rather than saw the soldier propelled from her by a great force. The world seemed to explode around them, a great booming noise ringing in their ears as a blinding light seared across the marketplace. They squeezed their eyes shut, gritted their teeth against the horrible barrage against their senses, pressed themselves flat against the dusty cobbled ground. Sand was in their eyes and their mouths, gritty, salty, stinging.

"Up! Get up! Run!" a voice was shouting on the outskirts of that unceasing boom, somewhere beyond the reverberations, lost in space. A hand grabbed at Rose's shoulder and heaved her upright but she couldn't see, her eyes watering against the light burnt into her retinas.

"Get up!"

By the scraping sound beside her she thought the Doctor must be on his feet beside her as well, and that somebody else, the disembodied voice from the street, dragging them in a direction they could not see.