"I can't believe I let you talk me into this." River smiled as she pulled another piece of cotton candy off her stick to eat. She and the Doctor were walking slowly amongst the crowds of people at a very lively carnival. It was early evening and the moon was high and full in the sky.

"Who doesn't love a picnic, and a carnival too? Couldn't have planned it better, if I do say so myself. Why wouldn't you want to come?" The Doctor grinned down at her as he popped another piece of popcorn into his mouth.

"Things never seem to work out how you plan them," she answered seriously.

"Really, is that what you think", the Doctor looked at her quizically.

"So is this our first date for you then?" River looked up at the Doctor, laughter playing in her eyes.

"Yes, and I'll take that smile as an assurance that there are more to come. I must have done something right then, eh." He tipped his bag of popcorn towards River who took a few kernels and popped them into her mouth as she looked away, almost shyly. The Doctor took her free hand in his and led her towards the Tunnel of Love ride.

They deposited their snacks into the trash and handed the man two tickets before climbing aboard one of the small, swan shaped boats about to enter the dark tunnel. They settled into their seats, River snuggled up against the Doctor, who had his arm draped around her shoulders. The boat began its steady trip towards the shadowy entrance, when a scream from within cut through the night. The couple sat up straight and turned to look at each other in shock, then back towards the tunnel, from which the sound of splashing could now be heard. People came rushing out of the tunnel, wading quickly through the knee deep water.

"Every time with you, isn't it," River looked at the Doctor almost accusingly.

"Looks that way."

The Doctor and River jumped out of their boat and into the murky water it was floating in and start wading for the entrance of the cave. Their boat continued its journey, floating ahead of them. Suddenly there is a loud honking type noise coming towards the two from the inside of the ride, and it was getting louder.

"Look out!" The Doctor grabbed River and pulled her to the side of the cave entrance just as a large winged creature flew out and into the night sky.

"What was that? It looked like a bird but it had scales on the bottom like a lizard. Another dinosaur perhaps?" River looked at the Doctor for any answers he might have.

"No dinosaur that I have ever heard of before. No, I think there is something else going on here."

The two slowly turned back towards the cave, the Doctor pulled out his screwdriver to use as a light source. He was also scanning the interior for clues. Another swan shaped boat came floating past them. River put her hand on it to try to keep up with the floating bird, when the Doctor suddenly took hold of her, and pulled her away from it. A second later, laser beams shot out from the walls and bathed the boat in light, and then there was a horrible noise. The boat began to creak, the fiberglass screaming as it was rendered into pieces, like something breaking out of a eggshell. The swan stretched its long neck as it transformed from a lovely bird to a hideous scaled creature, feathers growing on its wings. Its beak became razor sharp as it opened up to let out a terrifying screech. It's eyes turned red and it took to the air, flying over the Doctor and River's heads and out the entrance it had just come through.

"No, not dinosaurs." The Doctor took River's hand and began wading back out to the front of the ride.

Once outside they saw the ticket booth operator fending off an attack from the newest swan creature with his metal stool. The Doctor ran towards him to help when the man swung the stool and connected with the creature's head, hitting it hard enough to break of the tip of the sharp beak. The swan screeched in pain and took off, deciding this prey was too dangerous. As soon as the creature was gone, the man took off for cover, hoping to avoid a return attack.

The Doctor crouched down and picked up the broken piece of beak and began examining it. "We need to get back to the TARDIS so I can run some tests. Try and figure out what we are dealing with."

The pair ran back to the TARDIS, trying not to draw to much attention from the strange bird creatures. This was not too difficult, as the swans were happily feasting on the animals trapped in the petting zoo. Dodging mothers running from the scene, with small crying children in their arms, River took note of a handful animal rights activists watching the scene in anguish. All of their hope of liberating the petting zoo goats and sheep was gone. All that was left to save now were bones and blood, and the latter was quickly soaking into the ground.

By the time River enter the TARDIS laboratory, seemingly mere steps behind the Doctor, he had already gotten out the microscope and scanning equipment, and was peering at the beak piece through the little lenses. "Beautiful, absolutely beautiful," he said in awe of what he was seeing. "Give me your sock." He stuck a hand out to River without even looking up.

"WHAT! What on earth is going on out there Doctor, and how can you call something so horrible, beautiful. Did you not see what was going on, it's a massacre! People are going to die, how is any of this beautiful?" River shouted in frustration at the man in front of her.

"Not now Donna." Everything went silent. The doctor stood in just the same position he was in, but he was no longer looking into the microscope. His eyes were closed, he couldn't believe he had slipped like that, and was waiting for the inevitable onslaught to come.

"Donna?" River almost whispered it. She knew she could not have been the first woman the Doctor had ever known, but to be confronted with it like this, was almost too much to process. Who was Donna, and what had she meant to the Doctor, and why wasn't she still here?

"River, I'm sorry, I didn't mean to say that. I'm sure your wondering about the name, who she was, but right now we have bigger things to deal with." The Doctor walked towards River slowly, trying to speak as calmly as possible, to keep from making it worse, there would be time for that later. "Please, just give me your sock."

In silence, River removed her boot and then her sock, and handed the dripping wet article to the Doctor without looking him in the eye. He took the sock and turned back to the table, wringing out the liquid into a test tube, and placing it, capped, into the gyroscope. Then stood back waiting for the confirmation of what he already knew.

Suddenly the whole room shock violently. No, not the whole room, the whole TARDIS, as if something had rammed it on one side. The Doctor and River both grabbed at whatever they could to keep standing. "What was that?" River asked after the TARDIS stopped moving, only to be answered with another jolt to the other side of the TARDIS. Broken glass beakers and paper work littered the metal grating floor. River still held tight to the table that had kept her upright as she looked at the Doctor. He looked as baffled as she felt, but then quickly turned back to the equipment, to make sure it was undamaged and still working at the task at hand.

"I'm going to go peek outside and see if I can tell what hit us," River said as she carefully walked out of the lab, keeping on hand on the wall for balance, in case the assault resumed. Slowly, with only a couple more minor bumps, River made her way back to the console room and the door to the outside. She gingerly opened the door just a crack to have a look. What she saw made her slam the door shut again and make sure the lock was secure. She leaned her back against the door and took a moment to process the new information, "What is going on out there?" she whispered to herself. She took a deep breath to calm herself and then headed back to the lab.

"So, what did you see?" The Doctor was leaning against the table, looking quite smug when River walked back into the lab.

"A stampede of carousel horses with scorpion tails headed for the mountains," River stated flatly, she was starting to be accustomed to the oddities life with the Doctor brought about. She wasn't too sure if that was a good thing or not.

"Well I have figured out what is turning the ride features into a creature feature, he he creature feature, funny." The Doctor giggled to himself and smiled like a small child would at a funny pun.

"This isn't funny," River scolded him. He stopped short and looked a bit ashamed in spite of himself and then continued.

"Right, no of course not. Anyhow, it's Clonial Animal Cell growth, well sort of. Very advanced stuff to be honest, I'm impressed. I'm surprised someone was actually able to do this. The water in the tunnel was not actually water, but rather a mixture of stem cells and vital proteins needed for the cell growth. The stem cells probably came from insects and lizards, hence the mutations. The lasers stimulated the mixture and triggered the rapid cell growth in the inanimate ride animals. There were also some strange toxins in the mix that probably made it possible to convert the fiberglass to actual flesh, so you might want to change your pants before too much exposure. Check in the wardrobe, there may be something that will fit you in there."

"What about you?" River was a bit worried now, how long ago was it since they had waded through that water, was she going to suddenly grow scales?

"Time Lords are a hardy bunch, I'll be fine, but you best hurry. We still need to find out who did this, and why." The Doctor shooed her out of the room and pointed her in the direction of the wardrobe, while he headed back towards the console room.

After a quick shower River pulled on a robe, and wandered into the wardrobe. She'd never been in this room of the TARDIS before, but had always wondered if it really had the amount of clothing she had imagined it held. Her fantasies proved nowhere close to the reality that loomed before her. It was massive, a long spiraling closet rod extending to the heavens packed tight with clothing from every era in history, earth history and a few other planets as well. She could spend hours in here, examining each article for it's historic values. The amount of cultural knowledge to be learned from this one room was astounding. How was she ever to find something to wear quickly?

"Try that trunk." The Doctor's voice came from behind her. She turned to see him standing there, hands in his pockets, a grin playing on his face. He knew what was going on in her head, and was loving it. Showing companions the wonders his TARDIS held was always fun for him. "The trunk, over there on the floor. There should be some things in there that will fit you."

River wandered to the trunk he had indicated, brushed off some dust that had gathered on the lid, worked the latch and opened it to reveal clothing of amazingly vibrant colors and patterns. The fabric was soft and lovingly worn in. "Where are these from?" River began digging through the trunk looking at each item for size.

"Earth, Sol 3, about 1964 I think. Got my coat out of that trunk. What a weekend that was." The Doctor seemed to be reminiscent for a moment. He snapped out of it, remembering what was going on outside. "Well, hurry up, we have a crisis to solve remember." With that he turned and left River to pick out something to wear.

A few minutes later River made her way back to the console room wearing a pair of low-rise jeans with flares, and a rainbow tie-dyed shirt with a large smiley face on it. She had replaced her regular boots with comfortable sandals.

"Groovy!" The Doctor grinned at his companion. "Ready, then?"

As the two exited the TARDIS they noticed that things had gotten very quiet. The only sound to be heard was that of a hose spraying water onto a solid object. "That can't be good," the Doctor muttered, and they jogged back towards the fairgrounds.

Only one person was left, as everyone else had run for the safety of the vehicles and took off for home. Suddenly the sound of sirens could be heard in the distance, growing louder as the authorities made their way there. The lone figure stood holding the hose attached to a large water tank, and was spraying down a giant roller coaster car in the shape of a Chinese dragon. "Really, really not good." The Doctor almost groaned at the site in front of them.

"Is that what I think it is?" asked River, pointing at the water tank.

"If you mean the stem cell protein mixture, yeah, I think so."

"Yes, it is! Don't even think about trying to stop me!" The figure had turned towards them now, and River recognized him as the distraught activist from the petting zoo. He had a look of madness in his eyes now, as if he had nothing more to lose," They wouldn't listen to me before, but they'll listen now! I'll show them all you can't mistreat animals and get away unpunished!" He started laughing like a madman as he turned on the lazar array pointed at dragon, and the change began to take place. He was so lost in his madness that he didn't notice River approach him, and never knew what hit him as her right cross knocked him to the ground.

He was out cold by the time the Doctor got there. "That's going to smart in the morning. Now let's see what we can do about this." He turned his attention to the array control box, and quickly went to work with his screwdriver, reversing this and that, till the red lasers turned green, and the dragon began to change back into its original stationary form.

"Now let's see if we can get anymore of the creatures back to normal." The Doctor lifted the heavy box and began scanning the area for swans and horses.

"I think the horses are a lost cause, hiding in the mountains, as they are, but I think I saw the swans heading back to the Tunnel of Love ride earlier," River added.

"Right, why don't you stay here, make sure he doesn't go anywhere." The Doctor nodded down at the man splayed out on the ground by their feet. "At least till the authorities get here, and I'll see to the swans. Oh you might want to suggest warning signs be put up for any hikers, you know about the horses." He then ran off towards the rides, leaving River to baby-sit. The sirens were much louder at this point; she wouldn't need to be there too long.

The authority handcuffed the unconscious criminal and placed him in the back of their squad car. Or at least that's what it looked like to River, just without wheels. And after the swans had been dealt with, and a crane ordered to retrieve them from the roof of the Tunnel ride, the couple made there way, wearily, back to the TARDIS. "That was certainly a picnic to remember," River stated with a weak smile, as she collapsed into the captain's chair.

The Doctor went about setting new coordinates into the console screen. "Yeah, sorry about that. It was supposed to be a nice carefree afternoon. I can never get that right, hmm. Want to try again?" He looked over at his companion with a hopeful smile and a waggle of his eyebrow. Who could say no to that? River just smiled at him and gave a quick nod of approval. The Doctor suddenly seemed to get his second wind and started running around the console manically pushing buttons and turn knobs. "I know the perfect place, great restaurants! Are you hungry?"

"Starved," River answered, leaning forward. One could not help but get energized in this man's presence.

The TARDIS barreled through the vortex and landed with a nice thud. The Doctor grabbed his coat and ran down the grating towards to door without checking the screen for confirmation of there location. River followed behind him. The Doctor stood one hand on the doorknob, turned towards River and with a smile asked, "You ready?"


He opened the door wide and was silenced by what he saw, the smile wiped from his face. They were surrounded by grossly fat, naked creatures with tuffs of hair that extended down their backs. "Doctor!" one yelled. "You have come to us. Now you will pay for what you have done!"

"Uhm, Doctor," River was getting a bit nervous now, "where are we?"

"Clom, we're on Clom."