To say she was scared was understatement. Amy was staring at a witch!

The witch cackled waving her hands mocking their fear. "Oh, I'll stop your poor fragile hearts with just one touch!"

Amy looked at the Doctor. "Please tell me you have a plan."

"Of course I have a plan." He replied.

"Can you stop her?" Shakespeare asked.

The witch scoffed. "No mere mortal can stop me!"

The Doctor shrugged casually. "Good thing I'm here then," He looked her over. "Now let's see a humanoid female that uses shapes and words to channel power…"

The witch started looking worried.

He then snapped his fingers. "Ah, ha, 14! Now I know!" He pointed at the witch. "Fourteen stars of the Rexel planetary configuration, creature I name you carrionite!" The Doctor declared triumphantly.

The witch screamed in defeat and vanished.

Shakespeare looked at him amazed.

"What did you do?" Martha said.

"Power of words," The Doctor replied. He glanced at her. "That's old magic."

"Meaning?" Amy said.

"Meaning," He explained. "What humans do with numbers to create atoms and the nuclear bombs, the carrionites do with words."

She still looked confused. "What does that mean?"

"It means the end of the world." He replied grimly.

Amy swallowed nervously.

The Doctor glanced at them. "Come on."

"So explain these carrionites." Shakespeare said once they returned to the inn. He splashed his face with water. "Cause all I saw were witches."

The Doctor sighed leaning against a chair. "Well, the carrionites are an alien race of witches,"

"Like what? Martian witches?" Martha commented. Amy sat in a chair beside her and smirked.

He paused. "Hmm, never thought of it like that." "Anyway," He continued. "They base their powers on words and they love nothing more than to create a world where blood and dark magic exists and their more than willing to wipe out the entire human race to accomplish it." His expression became grim. "And they have the perfect weapon." The Doctor's gaze fell upon Shakespeare.

Shakespeare scoffed wiping his face with a towel. "Me? What have I done?"

"What were you doing last night, anyway?" Amy asked.

He shrugged. "I was finishing up the play, why?"

"How does it end?" The Doctor replied curious.

Shakespeare thought a minute. "Well, there's a dance and everyone's happy…." Then his sentence trailed. His eyes widen. "Except I don't remember writing that last part."

The Doctor was in deep thought. "That's means someone else finished it." He suddenly jumped up. "That's it," He exclaimed. "They used your play as their weapon!" "'Love's Labor's Won' is the key!"

"So what do we do?" Amy asked.

"We stop the play," The Doctor replied. "Shakespeare, you and Martha stop that performance. Amy and I are going to find us a witch."

They all agreed and split up.

Amy and the Doctor started running outside and that's about all they were accomplishing. They were practically running in circles trying to locate All Hallows Street.

"Do we even know where we're going?" Amy asked as they ran.

They stopped in the middle of another street.

"All Hallows Street, all hallows street, where is it?" The Doctor spun around frantic. "It's there!" He pointed and dashed off.

Amy looked up at the street sign and groaned. "Doctor, other way!"

The Doctor ran back. "Sorry." He said running past.

Amy shook her head and followed.

They finally stopped in the middle of a cobblestone street surrounded by identical cottages. The Doctor looked around trying to figure out which one was the witch's.

"So how bad is all this?" Amy asked catching her breath.

The Doctor sighed. "Have you ever seen 'Back to the Future'?"

Amy nodded.

"What happens to the character?" He asked.

"He starts to fade away…." Her eyes widen. "Oh, my god I'm going to fade away!"

"Not if we stop them, first," The Doctor replied. He started spinning around. "Now which house?"

Just then a door on a cottage opened on its own.

"I think it's that house." Amy said warily.

"Allonsy, then." He said.

They slowly walked in. Lilith was waiting for them.

"It's that maid," Amy whispered. "From the inn."

"I'm not a maid!" She snipped.

"No, you're not." The Doctor said plainly.

Lilith sniffed the air and sneered. "I knew I smelled of something new!"

"Sure it's not your lack of deodorant." Amy muttered.

Lilith glared at her. "Watch it, girl!" She snapped raising her hand at her.

The Doctor stood in front of Amy and glared at Lilith. "Don't you dare touch her," He warned looming over her. Lilith back down. "Now, the carrionites vanished years ago, how you lot get here?"

Lilith shrugged. "My sisters are still waiting, there's only the three of us," She peered into the cauldron, an image of Shakespeare appeared. "We just need the right words."

"Shakespeare?" The Doctor guessed.

"The grief of a genius, the power of words," She smiled. "We needed him to write those words and once their recited we will be free."

"Yeah, well, I'll just have to stop you." He said folding his arms.

She just grinned. "But I have this," She held up a voodoo doll of the Doctor and a piece of his hair.

The Doctor felt his hair realizing a lock was missing. How did she do that?

"Give that back!" He ordered.

Lilith just cackled and flew backwards hovering above them. She then stabbed the heart of the voodoo doll causing him to collapse.

"Doctor!" Amy shouted in panic.

"My sisters will rise!" Lilith laughed flying away.

Amy knelt beside him gently rubbing his shoulder. "Doctor?"

He grimaced in pain. "She stopped one of my hearts!" He winced clutching his chest. "Need…to start the other one."

She had help him but how? Suddenly she had an idea.

"Doctor this may hurt a little." She took her fist and whammed him hard in the chest and back starting up his second heart again.

"Ah," He groaned straightening up cracking his back. "Ba-da boom, that did it!" He looked at her curious. "Where did you learn that?"

"TV," She replied grabbing his hand. "Now come on!"

They raced back to the globe but they were too late. The wind was blowing, there was a red fog and black shadowy goblins were flying everywhere terrorizing the audience. The witches were up in the balcony enjoying every moment.

They ran over to Shakespeare who was rubbing the back of his head in pain.

"You were supposed to stop them!" The Doctor yelled.

"Something hit him in the head." Martha explained.

Amy looked around at the people running and screaming. Things were getting worse. "Doctor we have to do something!"

The Doctor grabbed Shakespeare. "It's up to you!"

"Me," He replied. "What can I do?"

"You're the man with the words," The Doctor said. "You can do it."

Shakespeare nodded and took a step forward. He exhaled and started speaking. "Close this din of hateful dire decay," He started to say causing the witches to worry.

"What's he doing?" Lilith panicked.

Shakespeare continued. "Decomposition of your witches plot! You thieve my brains, consider me your toy,"

There was a flash of lightning. Lilith screamed. "No, he's stopping it!"

"But my doting Doctor tells me," He went on. "I'm not! Evil carrionites specters cease your flow between the points…" He looked at the Doctor for help.

"Seven, six, one, three, nine, zero!" The Doctor shouted.

"Seven, six, one, three, nine, zero," Shakespeare repeated. "Banished like a tinker's cuss…" He stopped. He was stuck.

"Expelliuarmus!" Martha blurted.

"Ooh, nice one!" Amy smiled.

Shakespeare nodded. "Expelliuarmus!" He repeated.

Suddenly there was more lightening and a crash of thunder. All the goblins started fading the last thing anyone hearing was the sound of the witch's screams of defeat and then the audience's wild applause.