Previously on Doctor Who:

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."

"Get back inside the TARDIS," the Doctor whispered to River, and the two slowly backed away from the crowd.

"Stop them!" One of the guards began to charge towards them.

"Run!" The Doctor practically shoved River through the doors of the police box, closing them behind him and turning the lock. "Right, off we go." The Doctor bounded up the walkway to the console to type in new coordinates. The TARDIS lifted off but after only a couple of seconds came crashing back down.

"That was fast," noted River.

"We haven't left, we've just moved, about half a mile to the left." The Doctor was studying the screen with a concerned look on his face. "Something seems to be locking the TARDIS to this planet, some sort of dampener field."

"Well, what do we do?"

"We turn it off." The Doctor headed back for the TARDIS doors. "I've got a point of origin of the signal, and we just have to get there, sneak in and turn it off. Then we can leave."

"Right, and how are we getting there exactly?"

The Doctor opened the door. "We walk."

River looked at him in disbelief. "But they want you dead?"

"Well then, we better get going before they figure out where we are. Come on then," the Doctor headed out the doors, "Oh, and by the way, what ever you do don't let them touch you. This way."

River was tired; they had been walking for three hours and had gotten nowhere. They were making their way across what appeared to be an endless grassy plain. "Doctor, can we take a rest now?" River had already sat down on the ground with out waiting for an answer.

"Yes, perhaps a rest would be a good idea." He handed River a bottle of water from one of his pockets. It always amazed her the amount of stuff he fit in them. Always seemed to be carrying just what one needed in any situation. "So, do you think we'll come across a town soon?" The Doctor looked down at her with a smile.

"I don't know. I left my 'Clom on 50 Credits a Day' guidebook back on earth." River was not in a good mood. Her feet hurt from these sandals, there was no shade from the sun, and it had been hours since she had eaten anything.

The Doctor was momentarily taken aback by his companion's comment, then knelt down beside her and put one hand on her shoulder, "I'm sorry. This is not how I had planned this trip at all. I promise, though, as soon as we get off this planet I will make it up to you. Banana?" He pulled the yellow fruit from another pocket, perfectly ripe.

"No, after this I am going home, no more trips in that little blue box of yours." She snatched the banana from his hand, stood up and began walking again, while hungrily devouring the fruit.

The Doctor sighed. He didn't blame her, and should have seen it coming, but it still hurt that he had disappointed her so. He pulled his screwdriver from his pocket and began following the signal again, quickly catching up to River, taking the banana peel from her hand and depositing it into an inside pocket of his coat. He didn't want to leave a trail of breadcrumbs, in case they were being followed.

After another hour of walking, they finally spotted some trees. In fact, there were quite a few of them. The grassy plain ended at a deep forest, rife with sounds of animal life. Finally, some shade from the sun. Of course, it was nearly dusk at this point, and the forest was getting quite dark. They headed into the trees to get out of the open and found a small clearing and decided to camp there for the night.

Unfortunately for River, the Doctor didn't seem to have a tent or sleeping bags tucked away in those pockets of his, but she was so tired at this point sleeping on the ground seemed fine enough.

They had just settled in, the Doctor having started a small campfire, and had cooked up some local editable vegetation. After filling their stomachs, they began to relax. River was nearly asleep when the first arrow hit the ground. The pair jumped to their feet and stood back to back trying to determine where the arrows had come from, when a band of humanoid looking creatures stepped out of the foliage surrounding them, bows drawn.

"Who are you? Did the send you to find us?" One creature stepped up and seemed to be the leader.

"No, not sent no, running away, actually. Hi, I'm the Doctor and this is my friend, River." The Doctor extended a hand to the man. The man looked at the offered hand and then back at the Doctor's smiling face and then back down at the hand. Slowly he put the bow down and gingerly took hold of the Doctor's hand. The Doctor's grin spread and he gave the man a mighty shake, noting the feel of a slick coating of gel on the mans skin.

"I am Solarin, leader of the rebels. If you are truly running from the Absorbalofts then you are welcome to stay in our camp. We have food and shelter hidden in the trees where those creatures cannot reach us. Follow us." The man then turned back to the trees and the rest of the rebels, as well as the Doctor and River, followed him.

"Brilliant, I love a rebel camp."

Walking through the woods burned off all the calories the Doctor and River had consumed, and by the time they got to the rebel camp they were starving once again. Their new friends led them to a large empty clearing and then stopped. "We're here," Solarin told them.

"But I don't see anything?" River whispered to the Doctor, not wanting to offend the rebels.

"Look up," the Doctor instructed her. When she did, she saw they most amazing thing, it looked like an entire village, but built in the treetops. Sturdy looking wooden huts sat side by side along a metal grating pathway. She saw what appeared to be a bathhouse, a large communal kitchen area, even a place to do your laundry. She also noted a sophisticated series of pipes and barrels that seemed to provide rainwater to all the necessary areas. She did not however, see a way up to the structure. "How are we going to get up there, do we climb?" She asked no one in particular, she didn't need an answer as at that moment two rope ladders dropped down to the ground from the branches above. The group began to climb.

Once they were safely above ground, they all gathered together in what seemed to be a dining area and each was given a bowl of what smelled like a lovely stew, and a roll, as well as some water to drink. The Doctor wasted no time and dug right in. River took her time, remembering her manners, unlike the Doctor who was greedily slurping the stew down as fast as he could. As soon as he had finished his meal, he turned to Solarin. "So tell me. What brought you to this world? It couldn't have been your love of your neighbors."

"This world is ours, they are the intruders, not us," Solarin answered proudly. "They came here to escape their own home world, Raxacoricofallapatorian, because they were hated there as well, but outnumbered."

"Raxacori…what?" River was stumped by the planet's name.

"Raxacoricofallapatorian," replied the Doctor, "the sister planet to Klum. Home world of the Slitheen."

"You know of it then." Solarin looked at the Doctor.

"Yeah, been there once. A bit gassy for my tastes, though." The Doctor rubbed his face in thought. "So the Absorbalofts came here to get away from persecution back home, and immediately started absorbing your people for food. So you lot ran off into the woods and have been staging a rebellion. Brilliant!" The Doctor beamed at Solarin.

"Yes, but our numbers are small. They took too many of us before we knew what was happening. When they arrived they pretended to be friendly, just looking for escape, then people began disappearing. We are luck that this many of us made it out. We are always looking for more survivors, but have found very few," Solarin answered sadly.

"But when you first came up to us, you thought that they had sent us after you?" River looked at the rebel leader questionably.

"There have been some of us they used as spies, threatening families to gain compliance. They are trying to track us all down, so there is no one left to stand against them."

"But you've found a secret weapon, haven't you?" The Doctor leaned forward towards Solarin, a cheeky grin on his face. "That stuff you have coated your skin with, what does it do, repel them, hurt them in some way?"

"Nothing like that. It is a natural growing pond algae, its chemicals slow the absorbing process so we can get away even if they manage to touch us. We discovered it after swimming across a nearby lake to escape, only to encounter more of them on the other side when we emerged. But when they grabbed us we didn't stick, and were able to get away."


Everyone finished their meals, and Solarin showed the Doctor and River to an empty hut, with two mats for sleeping. "You may stay here for the night, in the morning we will talk more."

"Oh, definitely," smiled the Doctor, and they two settled down on their mats.

It was quiet, and dark, but River couldn't sleep, something was bugging her. "I'm sorry I snapped at you," she said to the darkness, not sure the Doctor was even still awake.

"Don't be sorry, this is my fault. You have every reason to be upset."

"No, I don't, you didn't plan this. It's not your fault at all. Just bad luck."

"I seem to have a lot of that."

River sighed, "So you never got around to telling me, who is Donna?"

The Doctor was silent, having forgotten about that slip up in the TARDIS.

"Doctor? Who is she?"

He took a deep breath. "Donna Noble was one of the most brilliant women I have had the pleasure of traveling with. She was funny, clever, selfless and a bit violent at times. She saved the universe, every universe, and she saved me. She was my friend."

"Was? Is she dead?"

"No, not dead, something much worse then that." The Doctor told River the story of the Daleks and their Reality Bomb, tears silently falling from his eyes as he recounted how he had to wipe Donna's memories to save her life.

"Oh, Doctor. I'm so sorry. Do you miss her?"

"Yes, yes, I do."

"I think I would have liked to have met her."

"Oh, you will." Some of the Doctor's regular gleefulness returned. "Remember, I knew you long before you knew me."

The next morning they all gathered together for a light breakfast of fruit and bread, and something similar to coffee to drink.

"So Doctor, where are you to off to?" Solarin sat back in his chair enjoying his drink.

"Well, we are headed for some coordinates a bit north of here. There seems to be a signal there that is blocking my ship from leaving the planet. We are on our way to turn it off so we can leave. Do you know of any tall manmade structures in that direction that could possibly be broadcasting a signal like that?"

"Yes, the tower is there. The Absorbalofts built a tower just north of here; it has a great crystal at the top. I'm not entirely sure what it is for, but they keep it well guarded at all times."

"Crystal…crystal, of course, the crystal!"

River was confused. "Doctor?"

"The one I met before with Rose, it had a cane with a big crystal on it. When we broke the crystal it was no longer able to hold its form, the creature dissolved and was absorbed into the ground. Of course!"

"But the ones we saw here, before, they didn't have canes with them?" River was starting to see where the Doctors thoughts were going; "They didn't need them because of the big crystals signal."

"Exactly! The signal from the tower is a strong stabilizing signal that is holding there forms together, even from a distance."

"Is that what's keeping the TARDIS here?"

"Yes, the TARDIS needs to be a little unstable to dematerialize and enter the vortex, the signal is keeping her from being able to do that. It's probably why we landed here in the first place. The vortex dipped to close to the planets atmosphere and we got caught by the signal, pulling us right out of the vortex."

"So if we turn off the signal, does that mean that they will all die, the Absorbalofts?" River was sure she liked the thought of committing genocide, even if they were out to kill her.

The Doctor rubbed his chin thoughtfully. "Yes it would, but perhaps we can alter the signal, just enough to let the TARDIS through. And if we can capture the tower for the people here to control, they can have the leverage to get the Absorbalofts to surrender peacefully, and leave the planet."

"You want us to let them live after all the damage they have done, all the lives they have destroyed for their own hunger, Never!" Solarin was outrage at the idea.

"Now hold on, you can't just kill them all!" The Doctor was trying to calm the room down now.

"Why not, they wouldn't give us that chance," a woman from the back of the room cried out.

Another man shouted, "I saw we take the tower, and kill them all!" The room cheered in agreement, and they started to gather together to formulate a plan of attack.

The Doctor turned to River and whispered, "We've got to get there first or it will be a massacre."

"I agree." The two headed to where the ladders were tucked away, some of the rebels had already begun to descend, Solrain included. When they reached the ground a small group of men had gathered together and had some horses they were getting ready to mount.

Suddenly from behind the bushes ten Absorbalofts emerged, ready to attack. The rebels all raised their weapons, except for one man who slowly walked towards the creatures. Solarin, realizing he had a traitor amongst him, looked at the man in shock and dismay. "Gerik, no, how could you?"

"They have my father," Gerik replied.

"No, we had your father, and he was delicious." The creature nearest Gerik spoke before grabbing hold of the man tightly in a bear hug. The pond scum kept the man from being absorbed immediately, but soon its potency wore off and Gerik disappeared from view, absorbed into the creatures' body. The other creatures advanced on the remaining group, one headed straight for River.

She was shocked by what she had just witnessed. It was horrible. There was nothing left of the man called Gerik. She took a couple of hesitant steps backward, unable to make her feet run from this creature coming towards her.

The Doctor had grabbed one of the horses that had been saddled, and turned to get River's attention. When he saw the Absorbaloft coming towards her he had to think quickly. He looked up and saw that River was now standing beneath a barrel that Solrain had told them was full of the pond algae they used as a barrier. The Doctor quickly pulled out his sonic screwdriver, swiftly found the proper settings and pointed it at the rivets holding the barrel together. The rivets soon came loose of their fittings causing the entire barrel to go to pieces pouring a waterfall of algae on Rivers head, covering her from head to toe, just as the creature tried to grab hold of her. The Doctor leaped onto the horse and galloped towards her, grabbing her arm and hoisting her up onto the horse behind him.

Awoken from her shock by a large stream of cold algae, River grabbed hold of the Doctors waist with one hand, while the other tried to wipe to substance from her eyes, only to have more of it drip down from her hair. "It's going to take weeks to get this out of my hair! You are so going to pay for this."

"You're welcome," snickered the Doctor, now fully certain that they were even, and they rode off towards the coordinates of the tower.

After about twenty minutes, the tower came into view, looming in the distance. It sat atop a large rock face at the edge of a great ocean. Or so it appeared to River, although the water lapping the shore was more of a light purple color rather then sea green. The Doctor stopped the horse at the edge of the trees so that they would remain hidden from view. They could see three guards patrolling the area in front of them, 50 yards apart from each other, but still remaining in view. They would have to find a way to get past all three of them.

While they were contemplating their next move, one of the guards received a call on a handheld communicator that had been clipped to a string around his fat neck. "The rebels are making a move towards the tower. We managed to stop most of them but three or four slipped away during the fight. Be on your guard." The guard looked over at his two companions and nodded; all three had heard the report and were suddenly looking even more on edge then before.

"This is a problem. I mean, one guard would be easy, but three that's going to take some thought, and with Solarin and the others on their way, we don't have that much time. Perhaps you could just shake your hair at them, hit them with some of that algae, scare them off." The Doctor looked over at River, smiling as he tried to lighten the mood a bit, only to see River pick up a very large rock and head towards him. "Now hold on, it was a joke, no need to get upset." Frantically trying to calm the woman down, the Doctor ducked as River pulled her arm back to strike only to lob the rock over the Doctor's head toward a pile of loosely piled stones about 20 yards always. It was a little to the left and further back into the trees, and when the rock hit it caused a small avalanche of pebbles, making quite a lot of noise.

"Well, that's never going to work. I mean, who would fall for that," before the Doctor could even finish speaking all three guards were bounding across the open field in front of the tower heading for the noise. "I can't believe that worked, brilliant!" He turned to smile at his companion, but she was already running towards the tower and he had to quickly catch up to her.

When he reached the door River was already waiting. It was locked, but only for a moment, as the Doctor pulled out his sonic screwdriver and made short work of the lock mechanism. Once they were inside he pulled the door shut and relocked it, so it would be unnoticeable that anything was amiss. The two then slowly made there way through the corridors towards the controls. They were careful not to alert any other guards to their presence.

When they reached the control room there was only one occupant, and he was so intent on watching the dials and readouts of the tower controls that he did not hear them approach. River quietly picked up what looked like a large rubber mallet, much like the one on the TARDIS, and hit the Absorbaloft in the back of the head, knocking him unconscious. He lay slumped over on top of the control panel and she had to shove him off his chair and to the floor, careful not to touch him any longer then the slime covering would allow her to safely.

The Doctor quickly popped open a metal cover plate and started to poke and prod the computer inside with his sonic. River was watching him so intently she missed it when three rebels came in the room behind them brandishing weapons. "Step away from the controls now," Solarin ordered.

"Uhm, no," said the Doctor as he continued to poke around in the control panel. River lifted the heavy mallet again and stood in between the Doctor and the rebels. The Doctor stood and turned to face Solarin, gently moving River aside. "I am not about to stand by and let you commit genocide, no matter how worthy the cause."

Solarin took a step forward. "Then you can lay there while we do it, unconscious or dead. Your choice." The man had a fierce look of madness in his eyes as he approached the two, but the Doctor did not flinch away. Instead he reached over towards the controls. "Or we could do this." The Doctor flipped one switch on the panel and a second later, screams of frustration and anguish could be heard coming from outside.

"What did you do?" River asked, not sure she wanted to hear the answer.

"I used the solidification signal and amped it up a bit, causing it to create a sort of individual force field around each Absorbaloft. They can't touch anything, not really. It's like a hard candy shell around their creamy center." The Doctor turned to Solarin, who was staring at him in disbelief, "I got the idea from you actually. The algae works as a barrier between you and them, now the signal from this tower does the same. You've won the war, now you can send them all packing and start over."

The Doctor didn't wait to hear the reply, but instead sauntered out of the room and back to the open field, with River right behind him. Unfortunately when they got back to where they had left their horse tethered, it was gone, the branch broken. "Do you mean we have to walk back to the TARDIS," River groaned.

"Don't be daft, of course not." The Doctor began rummaging through his pockets till he found a small glass tube filled with what appeared to be gold glitter in liquid. He then started to fiddle with the settings on his sonic and pointed it at the tube, causing it to glow.

'What is that?" River asked.

"Huon particles. Ah, there she is, I am good." The TARDIS slowly materialized in front of the pair, the doors opening as she welcomed them back. "Good to see you too. Let's get out of here."

After a long hot shower and almost an entire bottle of shampoo, River entered the control room clean and relaxed. "Feeling better are we," the Doctor smiled over at his companion.

"Much better, thanks, but don't think that gets you off the hook, because you'd be sadly mistaken."

"No, of course not." The Doctor smiled to himself, then turned to face his companion. "You know, you really are quite lovely, when you're not covered in slime." He placed his hand gently on her cheek and leaned down to place a gentle kiss on her lips.

"So, where to next?"