(Author's note: This is where it all goes south. Also, first person to get all of the references later will get a cookie! My best friend MirricatBlackwood and I got kinda board and one thing led to another. Let's just say we had a good time)

"Alas, poor Yorick! I knew him, Horatio; a fellow of infinite jest, of most excellent fancy." The Doctor awoke, his vision clearing. He was in a small, featureless, interrogation cell. Only a metal table and a pair of chairs (one of which he sat in) decorated it.

Across from him sat Charles, holding Handles up with one hand, mimicking the famous scene from Hamlet with the metal head. He glanced at The Doctor, a vainglorious grin on his face.

"I knew Shakespeare," The Doctor replied groggily, "he'd be appalled."

"What can I say? I'm a better scientist then I am an actor," the head researcher shrugged.

"Scary," The Doctor replied dryly.

He was quickly calculating his options. He was not restrained in any way, a sign of Charles' arrogance. He was obviously very self assured. That was another advantage. He glanced behind him, to see an armored guard. He was holding a shotgun made of a cobalt colored metal. It was fashioned with bright blue tubes running down the barrel. Electric buckshot; if he could get his screwdriver that would blow up right inside the barrel. The perfect distraction.

"What have you done with Sarah Jane and Jack," The Doctor prodded. That would be his next objective, after he escaped.

"Don't worry, they're safe. I'm not a complete monster you know."

"Then let them go, they had no part in the Time War," he knew Sarah Jane and Jack. If they were let go, they would attempt to either break him out or complete the mission where he had failed. He considered either a resounding success.

"I will have to wipe their memories however. Very few are allowed knowledge of this place's existence. Your friends are not among them." His hands curled into angry fists. He needed to get out of here. Now.

"A wee bit perturbed are we?" Charles' smug smile never left his face. The Doctor took a moment, sucking in a deep breath. He was trying, and failing, to hold his hot temper at bay. "What's wrong? Cat got your tongue?"

The Doctor began very subdued." Let me ask you something. You supposedly know so much about me, yeah? You know all about my adventures, my part in the war, my companions. You say you even know all of my regenerations."

"So, tell me, how long do you think you can really hold me? I've escaped from prisons meant to hold madmen. I broke into, and back out of, the most secure bank in the universe."

"Calabraxis is..." Charles started.

"Far more secure than this place," The Doctor drowned him out. Some people just did not know how to stay quiet when the smart people were talking. "I mean, really. Look at how easily I got in here! Just some smooth talking and you let me in lickity-split."

"We knew it was you," Charles half laughed, "we would have obliterated you at the door were you not The Doctor. One of the last Time Lords. The only survivor or the Last Great Time War." His expression was one of thoughtful musing. It was irksome.

"Don't romanticize it. There is nothing romantic in death, personal or on a mass scale. Then again, how could I expect someone who is essentially and interstellar dumpster diver to be filled with anything but trash."

"Perhaps... regardless, I am quite curious," Charles now set Handles on the table, and leaned forward, "you must have known we would be watching for you. Which make me wonder... What would make you risk coming here of all places?"

"I was hoping you had my favorite flavor of Gallifreyan ice cream, strawberry froon," The Time Lord returned dryly. Charles snorted derisively.

"Well, if your not going to tell me, maybe your little friend here will." He picked up the patchwork head by it's handles, looking it in the face.

"Wow, going to resort to torturing a severed head. That's pretty low, Chuck." The Scotsman, smirked.

Charles flicked his fingers against the robot's forehead. With a subtle hum, it's single eye lit up bright blue.

"So, tell me little head, why did you all come here, what were you after?"

"There is something here," The head garbled in response.

"Don't tell him anything Handles!" The Doctor shouted, "they can't do anything to you!"

"Correction, my scanners are detecting an anomaly."

Both The Doctor and Charles gave the head a confused look. The hairs on the back of The Doctor's neck stood on end. Something was wrong.

"What do you mean? Explain yourself," ordered Charles.

"I have detected a single model SP8-44C Mobile Connectivity and Infiltration Unit, colloquially known as a 'Spoonhead,' in this room," Handles rattled.

"What?" Exclaimed Charles, holding the head further away from him.

The Doctor's head, on the other hand raced, and it almost felt as though everything slowed. There was a Spoonhead here, as unlikely as it seemed. Handles' sensors were almost infallible, and he was incapable of lying. This was no attempt at distraction.

Charles was no Spoonhead. He was an idiot, but not a robot. His confused, brainless look was too authentic. The Doctor knew he himself was no robot. That only left one person in the room.

He did not need to turn around to see the guards skin changing, but he only had seconds to move. With the agility of a man the quarter of his age, he leapt from his chair, sliding across the table. He managed to spin himself about as he did, slamming both feet into Charles chest.

Both of them crashed to the floor, with a surprised yell from Charles. The Doctor had managed to grab the edge of the table during his descent, flipping it over on end.

The table provided cover from the first explosion of electric shot. The second blew a small bundle of holes just inches from The Doctor's head, scattering into sparks against the wall.

He had to think fast, but his answer was right in front of him. In the commotion, his sonic screwdriver had fallen from Charles' pocket. The Doctor quickly grabbed it, whipping through the settings as he leapt to his feet.

Another blast of shot flew past his left, ricocheting off the wall, ping-ponging dangerously into the fallen table. He depressed the button, his aim at the gun.

With a loud bang, and an explosion of steam and electricity, the gun erupted in the robot's hands. The skeletal android smashed into the wall, stunned, lighting chaining across it's limbs. The Doctor had to think of a follow up, fast.

Suddenly, a blue laser blast hit its chest, melting a messy hole in its wake. The Spoonhead stumbled, the light of its bulb blinking out. It fell down with a crash.

The Doctor turned about to see Charles standing behind him, Jack's Villengard Pistol in his hand.

"What in the name of all that is holy was that?" He breathed, eyes locked on the twitching machine.

"Your organization has been infiltrated Director Lemay," as he said this, the gunfire began outside. Though muffled by the thick walls, it was undeniable.

"You... you did this?" Charles took a step forward.

"When have I ever used killer death robots?" Asked The Doctor rhetorically.

"Then who?"

"They belong to The Great Intelligence. We can discuss that later," he scooped Handles off of the floor. "Handles, scan the building. What percentage of the workforce here are Spoonheads." It took not even a second.

"Sixty eight percent," he replied.

"That's absurd!" Charles defended.

"I told you this place is not as secure as you believed," he hated being right in situations like this.

Charles seemed about to reply, but the room was suddenly drenched in pitch darkness, a quake nearly knocking them to the ground. A deafening alarm sounded next, The Doctor's eyes narrowing.

"What's that for?" It sounded too important to be a security breach, and the quake felt like shelling.

"That's the alert for a ship. A big ship. Friends of yours?" Charles asked sarcastically.

"Jack and Sarah are my only friends right now. What is your defense system for that like?" The Doctor just needed facts.

"All hands to the guns but if half of the force are robots..." his eyes went wide.

"Then no guns. Come on, we need to go." He walked toward the door.

"I can't let you leave," Charles said from behind, "you will respect my authority."

"Then shoot me in the back. But trust me, your already slim chances of getting out of here alive will disappear completely." The Doctor waited a few moments, half waiting for the shot.

"I suggest you run then."

With that single sentence, the pair dashed out into the hall. The signs of combat were evident. A pair of Spoonheads lay on the tile, smoking holes in their chests. Further down were three soldiers, also on the floor. One was slumped against the wall, another curled in a ball near by. The final had a single shot in the back. The Doctor could guess he was the surprise attacks first victim.

As they ran down the hall, he spotted two familiar, welcome faces jogging toward him, lifting his hearts. Jack Harkness was in front. He carried a pistol he had likely smuggled in. The Doctor had been correct in that assumption. Sarah Jane followed closely behind carrying a rifle she had seemingly salvaged.

"Doctor!" Sarah yelled, rushing out ahead of Jack, a wide smile gracing her. The Doctor too ran to meet her. They met in the opening to the concourse, and he swept her into a quick embrace.

"Are you alright? I was worried!" She held onto him like he was a tree in a hurricane.

"This place has been infiltrated by..." The Doctor started.

"Spoonheads, we were attacked already," Jack finished, "I think we might have more to worry about than that."

The pair let go, and looked out into the battle scape that become the main concourse. The Authority's defenses were in full swing. Dozens of metal walls had shot up from the floor, creating a maze of cover for the entrenched soldiers. Some were short, so they had to crouch, while others went to the ceiling.

Most of the turrets had been blown off of the walls but those that had not barked laser fire at anything metal that moved in their vicinity. Lasers and lighting flew every which way. The Spoonheads had the numbers but the soldiers were fighting twice as hard. Screaming orders mixed with yells of terror and pain, drowned beneath the cacophony of war. The bodies of the dead lay in all directions, both man and robot alike.

This would be bad enough, but the sky through the window had been blotted out by a sight that chilled The Doctors blood in his veins. The massive saucer hovered menacingly above, it's yellow spinning lights making his hearts pound in his chest. He and Sarah Jane had outrun that ship only days ago. The Dalek Command Ship. Davros' Eye.

"By the Gods..." he heard Charles gasp. He glanced over at Sarah, her expression horrified, tears forming in her eyes. The Doctor snapped his fingers in front of Charles' eyes, garnering his attention.

"Listen to me, we need to get upstairs," The Doctor's expression was fierce.

"Why the devil..." Charles trailed.

"Davros is after the Epoch Lens. We need to get to it first. That's why we're here." That was a partial lie but it served a purpose. If he believed that the enemy he was looking at was the reason they had arrived, it was extra insensitive.

Even over the gunfire and screams of death, they heard the command transmission, directly from the Dalek vessel. They were always so loud... The Doctor hated them. It was that way so an entire world knew it was about to die, weather they could see the Dalek ships or not. The watery, electric crackle of Davros' voice drowned out everything.

"So, you thought you could hide? Thought you could run through time and I would not find you?" Davros' breathing was heavy, evident even in such a loud address. "You, and this entire world will pay for what you have done to my children Doctor!"

"We're all going to die," Charles murmured. He did not sound afraid as one may think. Rather, it was a simple statement.

"Not if we get to the gun first," Jack countered.

"Fifty sixth floor..." The Doctor jammed his hand in the mans back pocket, to a disgruntled face. He grabbed Sarah Jane's sonic screwdriver, and tossed it to her. She was going to need it.

"Looks like were taking the lift," The Doctor pointed to the nearest one, on their right. Passed all of the fighting; passed the Spoonheads and Authority Soldiers. He gripped Handles in one hand, and his screwdriver in the other, his knuckles turning white. "Stay close. And run!"

Davros' voice became a shrill scream. "Exterminate them! Kill them all!"

They started to run, but The Doctor's eyes were locked on the ship the entire time. He watched one of the yellow lights turn blue, then shade into green.

"Get down!" He yelled, diving floor ward. Sarah Jane landed atop him, with Jack and Charles to their left.

The blue-green ray erupted from the ship in the blink of an eye, filling the room with an eerie light. The Doctor and his companions shielded their heads and eyes, as the building shook and rumbled as though it would collapse. Tiles from the ceiling rained down around them, the oppressive heat and roar of the laser melting everything in it's path.

As it stopped, The Doctor and Sarah stumbled to their feet. Jack and Charles stood next; all eyes took in the devastation of the Daleks. The front entry was gone, burned to ashes, leaving a gaping hole into the concourse. A massive, melted trench had been carved through the middle of the room, leaving nothing but molten rock and ashes in its wake. The beautiful tree centerpiece was cut in half vertically, and was aflame. The entryway in which they had just been standing was obliterated, leaving a ragged hole in the back wall leading to the planet outside.

All who survived the blast stood, though not a single man moved; not Spoonhead, nor Authority Guard. All were fixed on the ship above.

They almost looked like falling stars as they made their descent from the mother ship. Hundred of white lights dropping out of the dark. Some streaked toward the upper floors, others right for the entrance Davros had made. The rapt hypnosis ended when their collective battle cry echoed like gunfire all it's own.

"EXTERMINATE!"

The Doctor started to run, frantic. For all he knew, the lifts didn't work but they had to try. Sarah kept just behind him. Her gun was gone now, lost to the flames, but she had her screwdriver.

Some flew through at high speeds, their shots dropping from the sky like bombs. Others hovered methodically in through the door. Regardless, they all looked the same; metal shaker shaped forms, topped with a single eye stalk. Their guns and plungers seemed to twitch with malevolent glee, as they began to fire.

Screams of death and extermination filled the air, each Dalek zap showing the technicolor skeleton of their victims as they fell dead. The men and robots began returning fire at the death machines. At first it appeared the enemies had put their combat aside, but the original confrontation was not over. Far from it. Spoonhead and Man turned on one and other in the midst of the combat, lasers shooting around the room in a hornets nest of slaughter.

One Dalek flew just overhead, it's gun aimed at them. Jack was first however, his red laser shot clipping it's eyestalk before it dropped it's deadly cargo. It spiraled sideways, smashing into the wall in a great ball of flame and a terrible scream only a Dalek could make. The Doctor caught sight of a Spoonhead, turning to fire upon them, its gun trained on Sarah's flank. The Doctor was faster, his sonic tool blowing its gun apart in its hands.

Charles ducked as a Dalek ray flew over head, but a pair of soldiers had it in hand. Both men pounded laser shots into it's eye stalk, the combined might of two guns blowing it's head apart in shrapnel laced glory. They only needed to make it a few more feet.
The Doctor outstretched his screwdriver as they ran, aiming it at the elevator. He couldn't hear the warble, but he saw the light click on.

She watched Sarah Jane aim at a second Spoonhead attacker, it's laser gun misfiring. The skeletal robot tossed it to the ground, aiming with its wrist gun instead. It was about to fire, when a Dalek blast took off its legs with a shot of hot sparks.

Its rocket fired regardless, spiraling wide, between Jack and Charles. It exploded, instead, into a third robot no one had seen, blowing it apart.

The elevator doors opened as the group reached them, and they piled in, laser shot peppering the entrance as the doors closed. Everyone, The Doctor included, was breathing heavily when Sarah pressed the button for floor fifty-six. With an injured sounding whine, the lift jerked and started its ascension.

The Doctor shut his eyes, breathing deeply. How did Davros find them? Had he somehow tracked them? Did someone tip him off? He couldn't say. It was up there with the current Spoonhead mystery.

He had barely had time to consider how or why there were so many Spoonheads here. The Great Intelligence always made moves logically. Everything had a purpose. So what was his game here. Why the Time War Containment Authority? Was it about the Time Lords and their technology. Was he looking for something specific? Or someone? What if, whatever his plan was, hinged on some post Time War technology. Or it could just be that this is a secret sect, and he was a collector of knowledge and secrets. He slowed his head; all he was doing was jumping to conclusions. There had to be a reason. If he managed to escape here with his life, and Morbius did not succeed in erasing it, would endeavor find out what.

He watched the screen displaying the floor numbers, staying quiet. He was attempting, and failing, to ignore the screams and gunfire they heard with each passing floor.

Forty-one. Forty-two. Forty-three. Forty-four.

Just as they reached that point, the ear-shattering roar of the Dalek lasor began again. The entire building shook, and they felt the elevator wobble and jerk in it's shaft. They stumbled, grabbing onto each other and the railings, before the lift stuttered to a halt.

The blasting subsided, and Jack prodded the buttons to no avail.
"I think we're stuck," Jack announced.

"Thank you Capitan Obvious," snarked The Doctor. Sarah's was already using her screwdriver on the panel, with no results.

"We're going to have to go on foot," The Doctor said. What was it with elevators never working? He ran his screwdriver along the door seem, and they popped open.

They were not quite lined up with the door above, so there was a gap of about four feet to climb through. The opposite door was still shut, but Sarah Jane quickly rectified that. She reached up, placing her glowing screwdriver on doors. With a blue glow and a low whine, the doors crept open.

Immediately, they were assailed by the smell of smoke and fire. Thin wisps of smog entered through the doors, but there was no sound beyond.

Jack went first, scurrying up through the tight space, onto the next floor. He put his hand down, The Doctor grabbing it. With a tug, Jack pulled him up, and he too, ducked through the opening, into the hall.

The source of the smoke was immediately obvious. A pair of Daleks a ways down the hall. Both were destroyed, and one was set ablaze. Littering the floor were the remains of Spoonheads in various states of disrepair, and the corpses of guards.

The hall itself was unremarkable. The walls were lined with door after door, each with a number and a lock. These were the containment vaults. He couldn't help but wonder what each held. Was it technology from his own world? Or something cooked up by Daleks, or Cyclors?

The hall tuned right both ahead and behind. This building was laid out exactly as he had expected; an uncreative square. That was good though. It would make it easy to navigate. They just had to find the stairs.

The Doctor was just about to put his hand down into to the lift, when it groaned and shifted.

"Sarah, hurry!" The Doctor hollered but it was far to late. With a heavy crack, the mag-rails holding the elevator in place disengaged. The lift whooshed out of sight, Sarah Jane's ear piercing shriek echoing down the shaft. A heart sinking racket followed, as the lift collided with the walls, before finally coming to a crashing halt below.

The Doctor stared down the shaft, into the blackness. He was looking for some sign that she had survived. As cold as it was, Charles was quite secondary here. But Sarah... Had his worst fears had just been realized? For all he knew she was at the bottom of that shaft with a broken neck or the elevator had collapsed on top of her.

"Doctor..." Jack started, laying his had on his shoulder. The Scotsman shrugged it off.

"We need to get down there and find her," his voice was intense, his eyes cold, "she could be hurt or in danger." He started walking down the hall, toward the line of windows. He knew not where, but there had to be stairs somewhere. Another explosion ruptured somewhere down below, and he hurried even more.

"Doctor! Doctor wait," Jack's steps were hurried. Both of his hands grabbed the back of his shoulders, roughly spinning him about.

He was looking Jack in the face now, his expression equally pained. Yet still, his eyes were more determined.

"We don't have time. We need to get to that gun part," he shook him slightly, probably trying to force some sense into him.
"What do you expect me to do Jack?" The Doctor angrily countered, "leave her down there? For the Daleks or the Spoonheads to find?"

"Listen to me! We..." but an unmistakable, grinding, worp interrupted them both. It was a TARDIS, but it did not sound like his own. It sounded diseased somehow, tainted. However, it was ear-splittingly loud, and coming from outside.

Hesitantly, he walked toward the windows, gripping his sonic screwdriver all the harder. He set his jaw, and took a deep breath. He had hoped he had beaten him here by a long shot. How could he have possibly figured out where the second piece was.

He did not need to see the monolithic TARDIS to know Morbius had indeed arrived. Now, however, his TARDIS had changed size. It was far bigger, nearly equaling the Time War Containment Authority itself, hovering off the ground above a conflagration of green fire. The towering, triumphant, statue in the front seemed to gloat down at him. He could see the Gallifreyan symbols clearly, declarations of his most terrible deeds. The genocide of Red Larch Seven. The burning of Jurika. The murder of the eight High Kings of Walpurgus. The massacre of the Sisters of Karn. The complete annihilation of Moondorf. The liberation of Darkbeast Paarl. Subjugator of Gothmog. Grand escape from Cremitoria. All were there and more. Every tragedy he had ever caused. It was a monument to misery.

He watched as a massive ramp extended from the middle of the statue. The Doctor felt the building shutter as the ramp smashed through the wall somewhere below.

The Ravaged came marching from within by the score. He couldn't make all of them out, but it seemed as though some may not have been his built slaves. He was re-acquiring his followers, probably rebuilding his cult. They were marching in formation like a conquering army, with Morbius at their lead.

He was fully clothed now, wearing a long, grey, buttoned coat comfortable in the time of the American Revolution. A thick belt crossed his chest, holding what appeared to be smaller weapons or tools. He wore no shirt beneath, his scars still visible. He held his handgun in his hand, as he led his small army into the building.

The Doctor turned to Jack, whose flabbergasted expression had not faded. He glanced at The Doctor, then back at Morbius' TARDIS.
"Jack we..." but the immortal held up his hand.

"Get to the gun, Doctor. I'll get to Sarah Jane," he ordered.

"Don't you let her die, Jack," The Doctor replied. She couldn't die. Not like this.

"Don't you die. I think The Corsair will kill me if you do." The Doctor furrowed his brow for a moment, but did not have time to ask him. Jack rushed around the corner, at full speed. If there was anyone, other than himself that he could trust to find Sarah, it was Jack.

The Doctor turned about, heading in the opposite direction. He would reach that gun before Morbius. He had no other choice.