Author's Notes: This fic was inspired by the simple fact that I wanted to read it. heh. When I realized that there are really very, very few rewrites where Nine Lives, I decided to just suck it up and write my own. Voila, storytime.
Huge, huge, huge thanks to Bonnie for beta reading!

Disclaimer: BBC owns. I play for my own amusement; clearly I make no money.

It was silent but for the dull thump, thump of heavy soles against metal. A hum began to vibrate through the air, as long, steady fingers worked a complicated dance over knobs and buttons. A lever was pulled and soft green light lit over a wide, and slightly manic, toothy grin.

Outside snow was falling in the early evening and a young woman was bidding farewell to a pair of loved ones — who were clearly unwilling to say farewell in return. A dark-skinned young man tugged on her long blonde plaits, and she shoved his shoulder in response. Hugs and kisses were exchanged, and a small desperate plea from an older woman that she come back soon mixed with strong hints that she oughtn't leave in the first place. She ignored them, and pressed tight kisses to them both, before hurrying inside what looked roughly like a blue wooden telephone box.

The door flung open and then shut again, and the woman responsible was leaning against it looking more than a bit out of breath. A lock slid into place, and the tension seemed to ease from her shoulders even as her backpack dropped from her shoulders. A brilliant smile lit her features as their eyes met across the room and her trainers squeaked against the grate floors as she bounded toward her companion, her long, blonde hair streaming behind her.

"All right?" He questioned, tilting his head slightly toward the door.

"Better here," she replied happily, her fingers dusting the edge of the controls gently. His smile widened, and spun a dial with new enthusiasm.

The light began to pulse, and the hum increased in perfect sync. Rising and falling as a faint wheezing echoed though the chamber. The room shook slightly around them, and the girl held tightly to the console. "So where we goin'?"

"You've seen the end of the world," he looked over to see her nod excitedly. "Let's see what happens after!"

He pulled at the central lever and they laughed as they were flung into time and space.

She took a deep breath as she stepped onto the foreign soil. He watched her, smirking a bit as she processed the world around her.

"Where?" She started finally, when it became clear that he wasn't going to.

"New Earth," the Doctor replied, grinning a bit at her reaction to the city over the bay. "When though, that's the beauty. Five billion twenty-three; true proof that you lot only want what you can't have."

She tilted her head and attempted to shoot him an expression that wasn't filled with the joy of discovery, and failed miserably. "All right, I bite, why?"

"Well you just let the Earth burn up a couple decades ago didn't you?" He shook his head and leaned back against his ship before she could protest about how much 'letting' she had done on that date. "Soon as it's gone you all start whinging on about how fantastic it'd been, and then someone stumbles across this planet. Same size, general climate, and there it is, fantastic old New Earth built in just a couple of years."

"It's's..." Rose shook her head, laughing. "That's -!"

"Not bad," he grinned at her. "Impressive, I'd say."

"Oh, I'll never get used to this, never!" She hopped experimentally, beaming. "Different ground beneath my feet; different sky! I love it!" She took a deep breath and shivered happily. "Ooh, what's that smell?"

He stooped and pulled up a few blades of the pale green plant at their feet. "Apple grass," he informed her, holding a bit under her nose.

"Apple grass," she repeated, shaking her head in amazement. "You know," she paused, hesitated. "I love this; really — travelling with you, I love it."

"Don't mind it meself," he smiled a bit broader. "Good life?"

"Best life," she corrected, slipping her arm through his.

He grinned and began tugging her toward the bay.

"So what's this city like then?" Rose asked as they walked. "No humans, yeah?"

"Well," he shrugged. "Not 'pure' humans like you, but close enough. Humanity went forth and..."

"Danced," Rose filled in, grinning cheekily. "Got a fairly good idea of that from -" she broke off and shook her head. "Anyway. So, they're humanish?"

"Yep," he nodded, continuing rather quickly. "Conquered the stars they did, and shared their DNA with every compatible species they could find — and you're plenty compatible, you lot." He stopped at the edge of a cliff overlooking the water and let go of her hand as he sat at the edge. His boots knocked loose a few rocks as he dropped them over the side and glanced up at her expectantly.

She frowned at the grass. "You know," she started slowly. "A gentleman might, I dunno, let a girl borrow his coat so she didn't have to get grass stains on her trousers."

He raised an eyebrow at her. "You've got your own jacket! Sit on that."

"Yeah but then I'd be cold," she pointed out, adjusting her zip slightly. "And it'd get dirty."

"Well you're not sittin' on my leather jacket," he frowned. "Downright disrespectful, that."

"Sulky," she sat a bit back from the edge and scooted forward tentatively. "'S safe right? Not gonna tumble into the ocean or somethin'?"

"Would I let you sit somewhere that was gonna crumble underneath you?"

"Yes," she replied without hesitation. "And then you'd tell me that if humans balanced out our weight better it wouldn't have collapsed so it was really my fault in the first place."

"Have imaginary conversations with me a lot, do you?" He quirked a brow.

She swung her legs over a bit forcefully. "No. So, you were tellin' me about the city."

"No, I was tellin' you about humans," he corrected with a grin. "And yeah, that's what they are - a whole bunch of new humans. Always changing and adapting, you. The city's just like that — totally human and totally alien while it's at it. Fantastic."

"What's the city called?"

He grinned. "New New York."

"Oh, come on."

"It is! New New York, on the coast of the New Atlantic Ocean."

"I'll give them points for keeping to theme, but less several dozen on creativity," Rose shook her head. "Shall we go then, see New New York? Take in a show on New Broadway, shopping on New Fifth Avenue?"

"Could do," he stood quickly and then helped her away from the cliff. "Thought we might take a detour first." Her brows drew together in confusion as he pointed to a tall complex near the waterfront.

"What's that?"

"Hospital, or somethin' like — see the green moon? Universal version of the red cross," he pulled out a flap of leather and opened it. 'Ward 26, please come' flashed across the inside. "Got an invite."

"You're actually invited somewhere?" She sounded honestly surprised, and he frowned at her. "Well, I mean, usually you use the psychic paper to sneak in; the only time people seem to want you somewhere is when they're trying to kill us."

"Thanks," he began walking purposefully toward the hospital. "You comin', or you got more insults to toss at me?"

"Insults? You're one to talk," she fell into step beside him. "You're looking awfully dark today, Mr. Kettle."


The teasing continued as they trekked across the unfamiliar hills, and neither one noticed the small metal spider following close behind.

"The Doctor!" a breathy feminine voice gasped. "And Rose Tyler! I knew it! Those dirty assassins!"

"They're coming here mistress!" Another voice simpered, weak and thready.

"This can't be coincidence; it's destiny!" Lady Cassandra O'Brien.Δ17 smiled wickedly. "Now I can finally have my revenge!"

"Why are you so twitchy?" Rose grabbed the edge of his jacket as they entered through great sliding doors. "You not tellin' me somethin'?"

"Just don't like hospitals," he admitted, a bit grudgingly. "Never have."

"That's all? Bit rich, comin' from you."

"I'm not that kind of doctor," he reminded her, pulling away from her as they crossed the sterile lobby.

'The Pleasure Gardens will now take visitors carrying green or blue identification cards for the next fifteen minutes. Visitors are reminded that cuttings from the gardens are not permitted.'

"Very smart. Not exactly NHS is it?" Rose asked a few moments later. There was no answer from the Doctor as he moved toward the lifts on the opposite wall. "I mean, I thought this far in the future they'd have cured everything."

"Never happen," he replied firmly. "Just end up with smarter germs."

A nurse walked by, arms tucked serenely into her habit. He smirked a little as Rose's jaw dropped, and she pointed faintly after the woman. "They're cats," she hissed at him.

"Don't stare," he rebuked quietly. "You're the alien to them." He paused thoughtfully and turned back toward the lifts. "Besides, I like cats."

She skipped after him. "Maybe we should get one then?" She shot him a cheeky smile as they entered the machine. "Or are pets not allowed in the TARDIS?"

"Ward 26, thanks! Of course pets are allowed, why you think I've got you?" He smirked as her face fell. "Used to have a dog, me. Maybe a cat would be a nice change."

"You? You had a dog?" She tilted her head and grinned. "Really?"

"What?" He shifted uncomfortably.

"Isn't that a bit domestic?" She slid her fingers into his and laced them together. "Makin' sure it gets fed regular and taking it for walks an' all?"

"Nope," he smacked his lips on the word and squeezed her hand. "Wasn't that sort of dog."

'Commence stage one, disinfection.'

There was a short pause and then a loud shriek as something lukewarm and liquid suddenly shot out from several corners of the lift, instantly drenching the pair. The Doctor tilted his head back, running his suddenly free hands through his hair, while Rose groped blindly at the walls. A moment later the 'shower' stopped, and a sudden puff of powder exploded at them.

"You knew that was going to happen," Rose accused as warm air began to dry them quickly. "And you didn't warn me?"

"Forgot," he shrugged, unapologetic and seemingly enjoying the air as he opened his jacket and let it hit his jumper. "Plus, your face was worth it," he grinned widely and she smacked him roughly on the shoulder. "All it did was clean you up, nothin' to worry about."

"Well I didn't want to be cleaned up," she grumbled.

"Oh, you the dirty sort then?" He winked at her and she punched him in the arm again, frowning across at him. "Now stop pouting."

"I'm not pouting."

"If I wanted someone to sulk around the galaxy with me I'd've brought Mickey."

She didn't bother to dignify that with a response; at any rate, the doors opened then and he strode forward with purpose.

Rose hung behind; her eyes widened as she took in the busy ward and new varieties of illness; the various aliens displayed symptoms that were quite...well...alien. She could see through one of the curtains to a purplish humanoid who appeared to be, for lack of a better word, sprouting. She glanced in the direction the Doctor had gone, but didn't see him any longer; she shrugged and moved forward, peering cautiously through the veils at a new branch of the universe.

The Doctor, for his part, seemed fairly intent on tracking down his host, and not particularly interested in whether or not Rose followed as he did so.

"Can I help you, sir?" One of the nuns appeared beside him, her yellow-green eyes wide and unblinking.

"Might just, don't know yet," he smiled charmingly. "Lookin' for someone, and before you ask I don't know who it is."

She blinked then, and nodded slowly, her large wimple wobbling slightly. "Yes," she said finally. "I see. Would you...know them if you saw them?" She gestured toward the curtains and fell into step beside him as he began to peer through them, one by one.

"Better do, or this'll be harder than I thought."

Her whiskers twitched, but she did not pursue the discussion further. "Have you been to our hospital before?" She asked instead, attempting to regain control over the conversation.

"Nope!" He replied cheerfully. "Never been to this planet before in my lives." He glanced at a bed as he passed and was rather startled to find himself being accosted by a tall blond in a suit.

"Excuse me!" She hissed, adjusting her glasses. "Members of the public may only gaze upon the Duke of Manhattan with written permission from the senate of New New York!"

"Petrifold regression, is it?" The Doctor asked, meeting the tired eyes of the heavyset noble.

"I'm dying, sir; a lifetime of charity and abstinence...and it ends like this," he lolled against the bed.

"Statements made by the Duke of Manhattan may not be made public without official clearance!"

"Frau Clovis!" The Duke gasped, and the blond rushed to his side, clutching his hand. "I'm so weak," he winced.

Clovis glared at the intruders, but didn't release her hold the Duke. "Sister Jatt, a little privacy, please!" She snapped, angrily.

"He'll be up in no time," the Sister said as they moved away, meandering through the ward. The Doctor frowned at her, surprised. She twitched again under his stare.

"Not unless you've got a time machine hidden in your wimple," the Doctor replied, eyes sad. "That won't be cured for near a thousand years."

"Have faith in the Sisterhood, Doctor," she said firmly. "We have many cures." She shook her head and gestured widely. "Still, you see no one you know? Perhaps you were misinformed."

"No," he interrupted quietly. "I think I've found'im."

"Oh," Sister Jatt frowned, leading the Doctor toward the great, glass-encased being known only as the Face of Boe. "Novice Hame, if I can leave this gentleman in your care."

Another nurse, younger and gentler in manner, nodded slowly.

"Oh, if you see a blonde in a purple jacket driftin' around here lookin' confused, can you send her this way?" The Doctor glanced curiously in direction of the lifts. "Always wanders off that one."

"Certainly, sir," she dipped her head slightly and stepped quickly back to work.

The Doctor ignored her.

"I'm afraid the Face of Boe is asleep," the young catkind said softly. "That's all he tends to do these days." She smiled, a bit sadly. "Are you a friend?"

"No, acquaintance maybe. Met just the once. What's wrong with him?"

"Oh, I'm so sorry," she blanched and pulled away. "I thought you knew. The Face of Boe is dying."

The Doctor's face tightened slightly. Death, always death. "What of?"

"Old age, one thing we can't cure," she smiled again. "He's thousands of years old, some people say millions — though that's impossible."

"Impossible, eh?" The Doctor's expression gentled, his sharp features made soft by the emotion in his eyes as he knelt by the enclosure. "I'm here," he said simply, his hand splaying out across the glass.

Rose bit back another gasp as she came across a woman who appeared to be covered head-to-toe in blisters. She moved past quickly, wincing as she heard a dull moan and squishy-sounding 'pop' behind her.

A quiet whimper got her attention as she neared the far wall. The curtains were drawn, but she slipped her head through anyway.

A pale man lay on a bed, his face and arms deeply scarred in unnatural patterns. "Help," he murmured softly.

"I'm sorry," Rose said quickly. "Shall I call a nurse?"

"No," he rasped, raising one weak and scarred hand toward her. "Please...just...closer..."

Rose glanced over her shoulder but stepped forward. "I don't know what you want me to do," she confessed, shoving her fists into the pockets of her hoodie. "I really ought to call a nurse."

"Just...hold my hand..." he looked pleadingly at her, and she nodded, taking the seat beside his bad and clasping his hand in hers.

"I'm sorry," she told him quietly. "I wish I could help."

"But you are," his voice sounded a bit stronger, and she found suddenly that his grip was not nearly so weak as she had thought. "You are helping so much, Rose Tyler."

She tried to pull away, but didn't manage to get further than standing. "I don't know what you're -" Her voice cut off abruptly, and she looked down to see a small gadget attached to her wrist, complete with shiny red button. "What's all this? Get that off of me right now!" She tugged at it, but small tendrils had emerged from it, burrowing deep into her skin.

"A remote psychograft link," he informed her happily. "Now my mistress is truly the last human!"

The button was pressed, and Rose had only a moment to process what that meant for her before a presence entered her mind — smothering and cloying and absorbing everything it could.

"Cassandra?" Her voice was sluggish and she was aware that the false patient had leaped from the bed and placed her on it — and then she was aware no more.

"Mistress?" The little man stood anxiously, eyeing the shadows on the other side of the curtain. "Mistress?" He repeated, his voice lowering to a frightened whisper.

"Moisturise me," Rose Tyler's voice croaked as her eyes slowly opened. He looked around the cubicle anxiously and picked up a glass of water, holding it up to her lips. She took a sip and then brushed him away, holding her hands in front of her eyes. "I have fingers...arms!" She ran her hands across her head and down her body. "Hair! Oh, rather dry hair." She held the long golden locks in front of her eyes and frowned. "But oooh...curves!" She stood quickly and hopped a little in place, giggling. "It's like being inside a bouncy castle! What I wouldn't give for a mirror!" She tilted her head and posed for her servant. "How do I look?"

"Mistress is beautiful!"

"Absolument!" She wiggled a bit, running her hands over herself and removing the jacket. "Could do with a bit of work, obviously, but she'll do for the moment."


She went rigid, gesturing frantically for him to get back on the bed. "How does she speak?" She whispered quickly.

"Old Earth Cockney," he replied softly.

She nodded and then stuck her head through the veils, peering from side to side. "Yes? Er, um...wotcha?"

The Doctor came through the other side, frowning. "What're you doin' in here? C'mon, I found who we're lookin' for!" He grabbed her hand and without another word began tugging her back the way he'd come.

She looked desperately over her shoulder at her pet, but he only stared helplessly after her. She shook her head minutely and quickened her pace to keep up with him. At the very least, the Doctor would be able to find out what was going on here...after that, couldn't be too difficult to get away from him; not now, not in a body that could run and defend itself.

"It's that man again!" The Duke of Manhattan, rosy-cheeked and laughing pointed to the Doctor. Cassandra blinked rapidly, very aware of the precise amount of wealth the man before her held. She smiled sweetly — and got a very sharp glare from Frau Clovis at his side. "He's my good luck charm! Come in, don't be shy!"

"Any friendship expressed by the Duke of Manhattan does not constitute a form of legal contract," she informed them both quickly — but there was still a hint of a smile on her face as she glanced back at the jovial noble beside her.

The Doctor nodded seriously, and then grinned widely at the pair. "Wouldn't expect it to," he replied cheerily.

"Winch me up!" The Duke requested, still chortling as the Frau pressed a button to tilt up his bed. "Up! Look at me, no sign of infection!"

A steward passed, offering the Doctor a glass of champagne. He shook his head and waved the man off, then frowned a bit as Cassandra took it instead. "Don't drink that," he told her, a bit sharply. She took a sip anyway before he took the glass away from her, placing it on a tray nearby. "You had petrifold regression. You should be dying or dead, there's no cure for it yet."

"I know!" He seemed to find this hilarious. "But here I am, completely cured!"

"That's wonderful," Cassandra purred, and earned herself another reprimanding glance from Clovis — this time echoed by the Doctor. She retreated and stood behind him, rolling her eyes once she was sure he couldn't see her.

"No, that's impossible," the Doctor corrected, looking over his shoulder at her.

"Primitive species would accuse us of magic," a stern voice grabbed his attention at his other side. "But it's merely the tender application of science."

"How've you done it?" The Doctor demanded, furrowing his brow.

"Quite easily," the Sister's nose twitched slightly. "I understand you were looking for a friend?"

"The Face of Boe, I've seen him."

"That's who you were looking for?" Cassandra exclaimed, and promptly sucked her lips into her mouth when the Doctor shot her a dark look. "I was simply asking," she muttered...after the Doctor had turned his gaze back to the nurse.

"What's in that solution?" The Doctor tried a new tack, pointing to the IV at the Duke's bedside.

"A simple remedy," the catkind replied.

"Then tell me what's in it."

"I'm sorry," she didn't look the least bit apologetic. "Patient confidentiality. I don't believe we've met, my name is Matron Casp."

"I'm the Doctor," he pointed to Cassandra. "This is Rose."

"Charmed," the Matron bared her teeth in a vague approximation of a smile. If she'd had more to say it was interrupted by the arrival of one of Sister Jatt, with a conveniently timed need for her presence elsewhere in the hospital. "I'm sorry," she remained unapologetic. "If you would both excuse me."

They watched the two catkind walk away, and the Doctor shook his head, narrowing his eyes. "This technology is wrong, it's hundreds of years ahead of it's time. We need to find a terminal." He reached out for her hand and jolted a bit as Cassandra walked right past him. He fell into step beside her, glancing over quickly. "If they really had the best medicine in the universe, everyone else would have picked up on it. Why the secrecy?"

"I can't Adam and Eve it," Cassandra stumbled just a bit over the slang.

The Doctor raised a brow at her. "And what's with the voice then?"

"Oh, I don't know know...just larking about, New me..." she took a deep breath and threw her shoulders back, remembering suddenly the many advantages of curves.

The Doctor blinked a few times, seeming to notice at about the same time Cassandra did. "Well," he paused. "Yeah, maybe it's been a bit much lately," he acknowledged, frowning. "I think you might need a restful holiday."

"I don't think rest is what I need," she purred. Suddenly she reached for the lapels of his jacket, pulling him down and pressing her lips to his with desperate enthusiasm. She ran her hands through his short-cropped hair and finally wrapped her fingers around his ears as she held him close. She released him with a gasp, and a weak murmur about a terminal as she adjusted herself and tried not to stumble as she moved down the hall.

The Doctor stared after her, eyes wide and a bit dumbstruck. He grinned suddenly and broadly.