As tall and skinny as he was, the Doctor was an accomplished runner. It took the Joes several seconds to catch up with him.

They rounded a corner, and skidded to a halt in front of an elevator. Moments later, Scarlett was reflecting that, really, no Beatles song should ever be remastered as elevator music. She also wondered why Destro would bother with elevator music at all, particularly a bad rendition of 'Yellow Submarine'.

There was a small camera in the corner of the elevator; the Doctor reached for his Sonic Screwdriver, but Breaker got to it first and calmly ripped a cable loose. There was a popping noise; the Doctor blinked, then shrugged and tucked the Sonic Screwdriver away.

As the elevator slowed, Storm Shadow suddenly looked up. "There's someone waiting for it!"

Beachhead happened to be standing under the maintenance hatch on the elevator roof. He shoved it up and to the side, grabbed the edge, and hauled himself up and onto the roof of the elevator with a truly impressive display of upper-body strength. Within seconds, the Joes and the Doctor had followed. By the time the elevator door hissed open, there was no trace of the Joes or the Time Lord, and four vipers getting off shift ambled into the lift to return to the lower levels and their bunkrooms.

Moments later, the elevator descended, leaving seven people clinging haphazardly to the side of the elevator shaft, just above the door.

"Okay then." The Doctor still sounded cheerful, as if dangling from an elevator cable forty feet in the air was an everyday occurrence. "Anyone else coming?"

Storm Shadow and Snake Eyes were the only two who were more or less at ease. Tommy had one hand on a sturdy electrical cable and a toehold on the ledge formed by the top of the elevator doors, and wasn't visibly perturbed by the three-story vertical drop below him. Even Scarlett was holding on to her bit of protruding rebar with everything she had. "No. All clear."

"Lovely." The Doctor aimed the Sonic Screwdriver at the elevator doors; they slid open. The two ninja dropped down and were through the door and on solid floor in the blink of an eye, and then helped the others through.

*This way. Just around the corner.* Snake Eyes took off at a lope.

The door to Research Two was almost identical to that of Research One. However, this time when the Doctor aimed the Sonic Screwdriver at the code panel, nothing happened.

"What!" The Doctor glared at his Sonic Screwdriver as if it had personally betrayed him. "He's deadlocked it! Is there another way in?" He glanced over at Snake Eyes.

Snake Eyes shook his head and pointed to a heating duct on the wall above them. *Through that. But the ducts are electrified right now. Can't get through.*

The Doctor shot the grating a calculating sort of look. "You can't."

Covergirl raised her eyebrows. "Don't tell me you're immune to electricity."

"Not immune. But I can handle a far larger dose than any of you." The Doctor aimed the Sonic Screwdriver at the grating; the screws unscrewed and dropped to the ground with little plinking noises. The grating followed with a clank a moment later. "Oh, this is going to hurt." He rubbed his hands together, took a running start, jumped, caught the edge of the duct, and immediately flinched. "YEEEOW! Oh, nothing like three thousand volts to wake a man up. Yep, that hurts. Wooo! Oh, that'll get the hearts pounding!" He pulled himself up and shimmied into the duct, out of sight.

Five minutes later the lab door hissed open. The Doctor, still brushing cobwebs off of his coat, was standing on the other side, his hair even wilder than normal. "Right. Remind me not to do that again for a bit. Tingly."

"You're mad." Storm Shadow looked impressed. "Totally mad."

"Absolutely." The Doctor nodded. "Shall we be off?" He jerked a thumb over his shoulder at the TARDIS, sitting in the middle of the lab with the door open. "I've already got her warmed up."

It was at just about that point that an alarm started shrieking. Everyone piled into the TARDIS; the Doctor, bringing up the rear, shut the door and locked it, grinning happily.

Outside the TARDIS, the lab doors hissed open and a squad of vipers boiled through. Several bullets pinged off the TARDIS as the grinding vvvvrrWRRRRrrrr, vvvvrrWWRRRRrrrr of dematerialization started to sound, and then there was just an empty space where a blue police box had stood, and a squad of extremely confused vipers staring at it.

After several seconds of contemplating the empty space that should contain a police box timeship, one of the vipers leaned over and murmured to one of his squadmates. "When my contract is up, I'm quitting."

The other viper, eyes wide, just nodded.


Inside the TARDIS, the Doctor was fiddling with controls. "Right then. It'll take me a few hours to trace this back and get a lock on the Thillani ships. You lot, go on. Get something to eat. Take a nap. Clean your guns. Whatever soldiers do to relax." He pulled the communicator out of his coat pocket and locked in place on the console; four little metal fingers extended to grip it and hold it in place. He pulled the veiwscreen over and eyed it, and then started flipping switches. He muttered something under his breath, bent over, and started fiddling with something under the console. He straightened, pulled his glasses out, and slid them on before aiming the Sonic Screwdriver at the communicator and buzzing away.

He glanced up. "Go on. Shoo. You're distracting. I don't like being distracted."

Everyone but Storm Shadow eventually ambled out of the console room. Tommy leaned against one of the coral supports and waited.

As soon as the others were gone, the Doctor straightened. "Right. I wanted a word alone."

"I figured as much, when you told me to stay behind as you were pretending to mumble to yourself." Tommy raised his eyebrows. "Don't you need to run a trace on that thing?"

"Already done. They're hiding out on the far side of Mercury. I just wanted to have a word with you." The Doctor examined the ninja over the tops of his glasses. "What happened to you?"

Storm Shadow blinked. "I'm sorry?"

"Something happened to you. Something painful. Something that's still bothering you. I can see it, in your eyes. Something so bad that you can't talk about it, because even talking about it brings it all back, and you don't want that."

Storm Shadow said nothing, but his stance went rigid and his knuckles whitened.

"And then, they mentioned some sort of device called a 'brainwave scanner.'" The Doctor eyed the ninja keenly, and didn't miss the involuntary flaring of the nostrils and deep, angry breath. "Wanted to put me in it to look inside my head. And you know the thing, don't you?" He shoved his hands into his pockets. "It does more than just scan your brain, doesn't it? Whatever happened to you, I can help. I'm fairly sure your father would actually come back from the dead and kill me if I didn't try to help you."

There was a long, long moment of absolute silence. The Doctor waited patiently.

"It's…a machine. Does things to your brain. He put me in it." Storm Shadow's voice was scarcely above a whisper when he finally spoke. "Doctor Mindbender. They…brainwashed me. Made me their slave, for years. Took all my real memories away and put false ones in. Made me forget my family. Made me forget my friends. Made me try to kill them."

The Doctor gave him a look of infinite sorrow and pity. "But you broke through the conditioning."

"Yes." The ninja's voice was clipped.

"But it still hurts."

"Yes."

"I can help." The Doctor moved closer. "If you'll let me. I'm a telepath, remember?"

The ninja stared at him. "I really don't like people who want to poke around in my head."

"Understandably so. But I can help, if you'll trust me."

Tommy eyed him warily. "Telepath. So you could just look through my head whenever you felt like it?"

"No. Time Lords aren't strong telepaths. We need physical contact. And even if I could, I never would without permission."

Another long moment of silence. At last, the ninja nodded, just one short, sharp jerk of his head. "If you can really help."

"I can." The Doctor gently pressed his fingers against Storm Shadow's temples and closed his eyes. "Just relax."

The first reaction he felt was panic, wild and hot, walls slamming up around the ninja's mind in an instinctive defensive reaction. He has had people play with his mind before, then. "Shhhh. Shh shhh shh." He murmured. "It's okay. I'm trying to help….That's it…let me in…if there's anything you don't want me to see, imagine it behind a door and shut it. I won't look."

Slowly, the panic subsided, through a palpable effort on the ninja's part. He could actually hear the change in heartbeat as the ninja forced himself to use a calming breathing exercise. The Doctor slid into the ninja's mind…

"Oh, Tomisaburo…" He breathed the words. "Oh, what have they done to you?"

Fear, anger, tatters and wisps of battered, bruised memories, the gossamer threads of false memories, pain, screaming, fear, killmekillmekillme…painfearnononotagain,notagain,ratherdie, don'ttakeitallagain…hate, so strong that he could taste it, hot and coppery. Mindbender. Kill him. He did this to me. He took it all. Took everything. Made me a slave. Made me hurt my family. Hurt my friends. Kill Zartan! Got to kill Zartan! Ruined my life. Killed my uncle. My fault, should have stopped him. He framed me. Running, so much running…Mindbender! Hatehatehatehate ...killhimkillhim…

Flashes of a machine, tinged red by fear and hate and pain. Electrodes on his head. Strapped down, couldn't move, painpainpain,searingburninghurtshurtshurt s…nono, don't make me forget…killmekillmekillmeaplease….

Again and again and again. So many times. They'd broken him, again and again, stripping everything away, lies planted in place of real memories. They'd taken everything that was him. The mad scientist named Mindbender had torn it all away and implanted complicated lies in place of the life he'd erased. Lies to make him a slave, lies to make him into a weapon. So much pain, so much fear, so much guilt and anger and hate.

He felt his hearts breaking for the man; even a Time Lord would have been hard pressed to cling to sanity in the face of what this man had endured. "I am so sorry." He whispered. "I am so, so sorry. I promise you, I will stop him from doing this again, to anyone."

The ninja must have been enduring hallucinations; the ghosts of false memories were still wound into his mind. He'd buried them under the real ones, pushed them back and away, but…and yes, he could see there. Demons haunted his vision, taunting him. He hid them from his friends and the team, from everyone but…

A sudden center of warmth and order in the chaos. The Doctor caught an impression of black hair, a pretty face, the memory of the smell of her, the memory of a lovely voice murmuring in his ear, the memory of soft skin…

Several doors slammed shut. The Doctor was already hastily backpedaling.

The false memories were easy to spot. He gently untangled and dismissed them, patched together fragments of a few particularly battered true memories. The man had a remarkably strong mind, and willpower that was only slightly less inflexible than cast iron. It was all that had kept him sane; the Doctor could see the struggle the ninja had fought, clawing his way out of the fog of brainwashing time and time again only to be dragged down once more in fear and pain and rage, clinging stubbornly to sanity in the face of hallucinations and confusion and anger and guilt. Refusing to give in, simply because that would mean that Mindbender had won, that he'd never be able to set things right, and he could never let that happen.

He mended what he could, soothed what he could, and then withdrew.

"When this is over, we will go find him, you and I." He could hear the cold fury in his own voice; it wasn't the cheerful voice of the Doctor. It was the voice of the Oncoming Storm, the Bringer of Darkness and Destroyer of Worlds, the man who had destroyed his own race rather than let the universe burn. "And we will stop him from ever hurting anyone else the way he has hurt you. And I will tear that machine apart, and erase any trace it might have left, and any blueprints or research he might have, just so no one else can ever build another one."

"They're gone." Storm Shadow's eyes were still closed. "Gone. The memories he put in me. I can't feel them any longer." He opened his eyes at last, and there was profound gratitude there. "Thank you. And I will hold you to that promise."

"You've got a strong mind." The Doctor rocked back and forth on the balls of his feet. "One of the strongest I've ever encountered. It's remarkable that you didn't go insane. I removed the last of the false memories that he implanted, though you did a good job of defeating them on your own. I mended what damage I could. Those hallucinations and headaches shouldn't bother you anymore."

"Thank you." Tommy rubbed his temples. "I didn't tell anyone about those. I didn't want…"

"You didn't want anyone to pity you, or think you were weak or damaged." The Doctor stood. "You told her, though." Tommy's eyebrows shot up. "Don't worry; I didn't look. Whoever she is, she'll be more help to you than anyone." A sudden memory of his own surfaced; blonde hair, a bubbly, joyous laugh, an impish grin, the smell of vanilla and strawberries from her shampoo. "Trust me on that. I understand better than you think."

"What happened to her?"

The Doctor recoiled. "What?"

Storm Shadow raised his eyebrows. "I'm a ninja. I'm trained to notice things, and you're not as opaque as you think you are. Besides, your mind was in mine. I saw a good deal more than I think you meant me to. You lost someone. A woman. The blonde. And you loved her. The funny thing is that she's not dead, is she?" He frowned. "Not dead…lost. But you love her. If she isn't dead, why haven't you found her again? I saw enough to know that there is very little you can't do if you decide it must be done." He gave the Doctor a narrow-eyed, calculating sort of look. "The Oncoming Storm. That's what your enemies call you. Destroyer of Worlds. I'm an assassin. I've killed a lot of people, including some who didn't deserve it. But you…you've killed planets. Entire species."

The Doctor was silent for a long moment. "I didn't have a choice." He whispered at last. "They would have destroyed everything. I had to stop them."

"I know. I saw. Where is she?"

"A parallel universe." He shoved his hands into his pockets. "She's not dead. She's happy, even. There was…well, it's complicated. But there's a duplicate of me. Just like me. Is me, but half human, with a human heart and a human lifespan."

"A human?" Tommy nodded slightly. "I see."

There was a profound depth of understanding in those four words.

"Yes." The Doctor turned away. "Right. Well. Off you go. I should polish the zyton crystals while I have a chance."

He didn't hear the ninja leave. But when he turned around, the console room was empty. He shoved his hands into his pockets and stared at his trainers. He'd told the humans a few hours, though that had really been to get a moment alone to speak with Storm Shadow and to give them a chance to rest. Anyway, he had some time before rounding them up and rematerializing the TARDIS.

Just enough time to do some maintenance and have a good mope.