Updated Note: This chapter contains some pretty major spoilers for Season 6, so if you haven't seen it, you might want to hold off.

Author's Note: Well, as anyone who saw the latest episode today, 4/23, can agree, the new seasons is adding some new things to cannon. I expected as much, cannon tends to do that. Though I know my story is going to eventually veer off into Alternate Universe territory, I'm going to try and keep it in cannon for as long as possible. That being said, I'm going to wait till the summer break to update parts of this to match current cannon. No point in doing it early because things might change even more.

The Doctor was leaning against the railing, staring blankly at the TARDIS's time column. The column itself wasn't doing any more than its master, since TARDIS was parked, for lack of a better word, next to a rather impressive and expansive nebula, and indeed had been for some time.

The Doctor was lost in thought. He was alone again. It made sense, of course. His companions were, after all, only human. Well, usually. The point was, though they were all so eager to see the wonders of space and time, afterwards, for some reason or another, they left. Sometimes they didn't want to, but other times they did. Pond had been married for a while now, yet she and Rory had continued to travel with him. But even she had walked away.

The Doctor hadn't argued. In fact, though their travels had been enjoyable, what, with all the running, they had been awkward of late. Rory, for instance, was a point of friction. The Doctor, much in spite of himself, had genuinely liked the rather unassuming young man, but there had always been a level of rivalry there. The Doctor had no real interest in Pond. Sure, she was pretty, if young, and sharp witted, but the Doctor had walked down that road with a companion before. He knew that it would work no better a second time around.

Rory had apparently missed that memo, however. As had Pond. It was all innocent, of course, but it was still there, slowly wearing them down. It was the small things, mostly, but there larger problems, like the incident on Rephis 7. He had taken them there as one of the dozen or so places on their honeymoon, but it had quickly gone a very different direction.

It hadn't stopped the pain, though. Of course, all the lip service was paid, "See you soon," "Keep in contact," and etc. But that meant nothing. The Doctor knew that once they walked out that door, they'd be gone forever. It was heart breaking in its own way.

Every time one of his companions left, the Doctor swore off any more. It was too much pain, he told himself. It was better to travel alone. He was fine on his own… After a while, all those words seemed like empty platitudes. The loneliness was oppressive, and though he'd always have the TARDIS, she was very poor at holding up her end of the conversation.

In all honesty, the Doctor had to admit it was the conversations he missed. Sure, humans were ignorant, despite all their potential. He had to talk as fast as he could, simply so that he could give them some background information for the conversation itself. But still, they were someone to talk too. Part of him wished for once to have a conversation with someone who understood things on the same level he did. But there was no one.

Except maybe River. One could argue that she would be the best choice for a companion. They had a relationship, after all, though he still wasn't sure about the particulars. And it would be easier to find out now that her parents weren't around, since there was little out there as uncomfortable as pursing a relationship in front of someone Mum and Dad. But he knew that River lived her life mostly opposite than his, and besides, she still played so much close to the chest. It wasn't as if he didn't do the same, but it rankled him the wrong way when she did. Even if she was the closest thing out there to another Ti-

The sudden lurch of the TARDIS almost threw him off his feet. Immediately, the time column began to move, up and down, and the ship shook. The Doctor, with some difficulty, managed to regain his balance and he grabbed the control panel. He was, unfortunately, at the wrong end to have idea where exactly they were going.

Just as quickly as it had started, the TARDIS let out it whoosh and came to a stop. The Doctor held onto the panel for a second then straightened.

"I really wish you'd warn me before doing that," he told the ship irritably, adjusting his bowtie.

The TARDIS, as always, said nothing.

The TARDIS had landed in a landing bay. The Doctor felt a momentary surge of disappointment. It was a very clichéd place, after all. Why couldn't the TARDIS have more imagination? If she was going to insist on dragging him along on these unscheduled side trips, could she at least put some effort in making them more interesting?

There were other ships here as well, dozens in fact. Most were small, but there was a particularly large freight off in the distance, as well as several decent sized passenger transports.

The Doctor frowned. Something was wrong. He had obviously stepped into the primary landing queue for a space station, if the spotty looking force field holding back the stars and making up a forth wall to the room was any indication. A good sized station, too.

But it was quiet. More than quiet, it was dead. There was no life anywhere to be seen, not even small scavengers. And the ships were mismatched. Some looked brand new, others, while old, were being kept in superb shape. But others still were falling apart from age. It didn't make any sense. Why were the old ships still here? Stations like these were notorious for cannibalizing whatever they thought they could get away with. Usually they were chopped up and sold off before the metal had even begun to pit. Yet here they lay, untouched.

Something was very wrong here.

The feeling continued to grow as the Doctor left the bay. The halls weren't deserted, they were abandoned. He paused, laying one hand against a window. They confirmed what his feet felt, the low hum of power. The station was active.

So where was everyone?

The Doctor paused in a large room that, judging from the folded up counters and scattered tables, had once been a market. Or a giant mess hall. One of the two. Didn't matter, really. It was a giant room designed for people to meet up. And it was empty.

No, not just empty. This room was different from the hallways earlier. They were abandoned; this room was trashed. There were splinters of tables in the corner. Well, not actually splinters, since the tables were made of a plastic-metal composite, but close enough. There were scars and burns on the walls, and bullet holes. It was easy to see some were fresher than others. Several of the folded counters had dents in them. One looked like only age and rust was keeping in place, its hinges and latch long since beaten off.

There was a scrapping noise directly above him.

Before the Doctor had a chance to look up, the door at the far side of the room shot open.

"W'at the 'ell ya waiting for?" a young man barked. "Run!"

The Doctor never really was all that good at taking orders. It was part of the reason why he had to leave Gallifrey. However, there were orders and then there was really good advice. This was the later.

He dashed across the room, tripping momentarily over broken table. He heard the groan of machinery behind him. The young man leveled a rifle and opened fire in short bursts. Head down, the Doctor ran through the doorway. The young man pulled back and the door snapped shut. Not even a moment later, there was a screech of metal on metal.

Then silence. After a beat, the sound of machinery drifted away.

"Well," the Doctor said, running his hand through his hair, "that was certainly invigorating."

"Invigorating?" the young man near spat. "Ya daft or somet'em?

"Daft? No. Well, maybe." The Doctor glanced around. They were in another hallway. Besides the young man, there was an older woman standing next to a set of controls and a young girl sitting on the ground, clutching a display of some sort.

The older woman chuckled and looked up from the controls. "Ta come 'ere, 'e 'ave ta be." She extended a hand. "I'm Marla. T'at's my son, Georgie, and 'ere my granddaughter, Susie."

He took her hand lightly. "I'm the Doctor," he said with a grin.

"We saw ya walking t'rough the 'alls and got down 'ere as soon as we could," Marla explained. "Usually we try ta warn people away from the station if we can, but we missed ya ship on the incoming. Course, once ya 'ere, the station does its best to make sure ya stay."

"Sounded like it," he agreed.

Marla nodded up the corridor. "We've got a safe room. Safest place t'ere is, least for now."

As they started walked, the Doctor fell in step with Marla. "So, what can you tell me about this station?"

"It's evil," she said simply. "I've been 'ere damn near ten years now, but that was the first thing I learned about it. Looks all nice and pretty from t'e outside, but once you land, ya not leaving." She snorted. "Course, I could see that as soon as we set down. Tried ta tell Gerald t'at, but 'e keep go on about needing fuel. I told 'im that we could make it ta the next station, but 'e wouldn't 'ear it." She glowered bitterly. "Stupid old man."

"Gerald. Is that your husband?"

She nodded. "'E died 'bout t'ree years back. Station finally got t'e better of 'im."

"Yes." He paused a second. "What exactly got the better of him? In this station, I mean."

Marla sniffed. "One of t'e saws. We were making a supply run, and 'e got distracted. Always bloody doing t'at, getting distracted. I suppose it was cause 'e was a dreamer, going on 'bout t'e future. Going on 'bout 'ow we were gonna get free of t'is place. But t'en, of all t'e bloody times." She sighed. "I suppose t'at if 'e wasn't like t'at, I'd never 'ad fallen for the fool."

"Saws?"

She glanced at him. "Didnit get a close look, did ya. Probably for t'e best, no point in gawking if ya just gonna get ya self killed. Saws, giant bloody saws, on t'ose damn tentacles. Other ones, ta. Flamethrowers, blasters, spike t'rowers, the like. T'ey're everywhere."

"Ah." He stared ahead for a second. "Why?"

"Why?"

"Yes, why? Why are there giant saws, flamethrowers, blasters, spike throwers, and the like, on tentacles?"

She snorted. "W'y else. Ta kill us so t'at bastard can get his jollies." She glanced at him again. "Ya must be far from 'ome. Most people, even if t'ey lack the smarts to stay away from t'is place, at least know the story."

"Yes, very far from home. Don't really have one, actually."

"One of t'ose? Traveling t'e galaxy cause it just ta much fun and won't settle down cause t'at'd be much ta boring."

"For the most part."

Marla grinned. "Ta be honest, I always wanted ta be one of t'em." They paused at a door. She fiddled with the controls for a second, cursing softly. The door snapped open.

The room wasn't anywhere as large as the market had been, but it was large enough. Barely. It was crammed full of everything. In one corner there were several blankets and bedding haphazardly shoved to one side. In another, a table was pushed up against a small chemical stove. The corner directly left from the entrance was loaded down with guns and cans of food. The farthest corner was blocked with several sheets, but judging from the smell, it was a latrine.

Sitting at the table was another young man who made the Doctor extremely nervous. He was cleaning a gun, which was bad enough in its own right, but there was a certain twitchiness to his movement that screamed warnings to the Time Lord. There was also a young woman at the stove, preparing what seemed like a daily ration. She had an almost dazed look in her eyes and she was missing her right arm below the elbow.

The girl bounded ahead, pausing to carefully place the display on the table, before going over and tugging on the woman's shirt. The woman looked down, almost puzzled for a moment, before putting the spoon down and placing her one hand around the girl's shoulders.

"'Ome, sweet, 'ome," Marla said laconically. "Not much, but it keeps us safe."

"Yes," the Doctor agreed, trying to ignore the smell of the latrine as he looked around. It felt like something was screaming at him, telling him he was missing something. Of course, the little screaming voice never told him what exactly he was missing, so it did nothing but frustrate him.

"T'is is my daughter-in-law, Luanne and 'er brother Charles. T'ere's three more out trying ta raid supplies from t'at bastard."

"So there're eight of you."

Marla nodded. "Nine, now. We've 'ad as many as fifteen, but not for a while. Most know ta keep t'eir distance from this place. Ta be 'onest, we're a bit surprised to 'ave two new people."

"Oh? There's someone else too?"

She nodded again. "Arrived no more t'an a week before ya."

"Pretty little thing," Georgie spoke up. "Shoots a gun like nobody's business, once we got 'er ta pick one up. She kept saying t'at she didnit wanna kill anyone, t'at t'ere was 'nother way. We 'ad to point out we're fighting machines and t'at t'ey weren't alive." He snorted. "Still seemed 'esitant. Mentioned something 'bout 'er father 'ating them."

"Sounds like a smart man," the Doctor murmured. He looked back at Luanne and Charles. What was it about those two that he should realize?

The display on the table beeped. The little girl pulled away from her mother and hurried over to it. The Doctor moved forward. She sat down on the table's bench and began to play with the display. He took a seat next to her.

"You're name is Susie, right? Or Susan?"

The girl gave him a shy nod.

"It's a brilliant name," he assured her. "An absolutely wonderful one. I have a granddaughter named Susan myself." He paused. "I haven't seen her in a long time." He nodded to the display. "So, what does that show?"

"Everything," she said quietly.

"Everything," he said with an impressed nod. "Well, that's always useful. Anything in particular?"

"It beeps if it picks up a ship or any gunfire." She adjusted the display. "See?"

"Impressive." He stared at the screen. It was hazy and flickering, but he could see what looked like a room and muzzle flashes. "Here," he said, pulling out his sonic screwdriver, "this'll help." The screwdriver whined for a moment and the picture pulled into focus.

Immediately, the Doctor wished he hadn't. The muzzle flashes were gone and the screen was empty, save for two bodies lying on the ground. One was clearly cut down the middle. "Perhaps it was better the other way," he said quickly, the screwdriver whining again. The picture blurred till it was nearly indistinct. He turned back to Marla. "Exactly how far away are these supplies?"

"'Bout five 'undred meters," she said, nodded over her shoulder. "Why, it go bad again?"

The Doctor stood, flashing a small grin toward Susie. "Yes, apparently," he said, walking over to Marla.

"Damn, must 'ave change the times."

"Time?"

Marla sighed. "T'at bastard likes ta play with us. 'E gets regular supplies from somewhere and puts t'em all in that room. T'e room is guarded by a dozen tentacles, but t'ey are some sort of time table. For a s'ort while, only one or two are running, and it's pretty safe ta make a run for it. Problem is, the times change randomly, and just because it was safe yesterday didnit make it safe today."

The Doctor was frowning. "That doesn't make any sense." He looked around. "None of this makes any sense. This entire station doesn't make sense."

The door to the room opened suddenly. "Well, that didn't go well," the young blond woman said.

The Doctor blinked.

"Jenny?"

Jenny stared at the Doctor, frowning. She shifted the rifle she was holding into a more comfortable position. "Who are you?"