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One morning, when the Doctor is dressing for breakfast, he finds a pair of shoes laid out for him. He hasn't been allowed shoes in months, even as an adult. He stares at them in confusion before he realizes what they mean.

"We're going out?" he asks, when Lucy brings him into the dining room.

The Master is dressed in his suit instead of the more relaxed silk robes he's been partial to here. He puts down his glass. "We're going out," he confirms.

The Doctor walks over to the glass doors and stares out, his hand on the glass. It's the same view as always, the same gardens, the same skyline. Out, he thinks, hardly believing it.

"But not if you don't eat your breakfast," the Master says, a faint warning in his voice.

The Doctor tears himself away from the view and goes to his seat. "May I have my breakfast, please, Master?" he asks, eagerly.

The Master nods, and a servant brings over his food. The Doctor tucks into it, his mind already racing with expectation.

"Do I need to remind you of the rules?" the Master asks.

"I won't try to escape," the Doctor says, as if it's not even a consideration. And it isn't, really. This is where he's supposed to be. It's where he can do the most good.

Lucy gives him a warm smile. "Of course you won't, darling. What about the rest?"

"I'm not the Doctor. I'm John Saxon."

"Very good," the Master says. "And?"

"I have to stay with you or Lucy."

The Master gives a nod of approval. "I'm sure I don't need to remind you what will happen if you break any of those rules."

"I know. I won't," the Doctor says, not wanting to have breakfast spoiled with threats, much less the day.

"Promise us," Lucy says. "We don't want you to be hurt, like last time."

"I promise," the Doctor says. Never mind that he was only hurt because he was trying to save the Master's life. If it came down to it he'd do it again, run back to save him. Especially now. He knows what his priorities are.

They both look satisfied, at least for now. When breakfast is finished, Lucy takes his hand and leads him outside. A blast of hot, humid air hits him as they leave the palace. The dog days of August, he thinks.

The Master joins them, and they climb into the open-topped car that's idling patiently, flanked by security guards on motorbikes, buzzing Toclafane. The Doctor sits between them in the back. As they turn out of the drive and cross the bridge, he sees no sign of the explosion from the suicide bomber. It's as if it never happened.

"It's time for the world to meet John Saxon," the Master says, and rests his arm across the Doctor's small shoulders.



The further away from the palace they go, the more the city smells. It reminds the Doctor of the poorest parts of India, where things like basic sanitation amount to dumping everything into the river. He's never been terribly fond of places like that. The kinds of problems they have aren't the sort that can be solved by toppling a dictator or foiling an alien invasion. He's good with interspecies conflict, but native matters aren't generally his strong point. Too messy.

The similarities don't end with the smell. The humans in the streets are dour and dirty, many of them probably ill. The Doctor fights the urge to leap out of the car and help them. What they're really suffering from won't be fixed by pointless heroics like that. The root of the problem lies miles above them, locked inside a blue police box. And he's never going to reach it if he forgets what's important.

What's important is earning the Master's trust, so he can be aged back up and fulfil his side of the Archangel plan. What's important is connecting with the Master so he can help him, so he can save him. He has to save quite a lot of people. He's going to save them all. But he can't do any of that right now. Empowerment will be when he can. For now it's the struggle.

Struggles aren't supposed to be easy.

The Master sneers at humanity as they pass it by. "Animals," he says, tone dripping with contempt.

Lucy seems disturbed by the sight, but not on behalf of the city's residents. "I wish it would all end faster," she says, arms wrapped around herself. She looks less motherly and more bitter, brittle.

"All in good time," the Master assures her. "Tell me, John. What's early twenty-first century Tokyo famous for?"

"Culturally?"

"Technically."

The Doctor considers this. "Superconductors. Robotics. And engines, I think."

"Correct," the Master says, staring out at the street. "Most of humanity is good for nothing but enslavement, but there are a few that I've found useful."

The car turns down a street, and suddenly the streets are cleaner, the people better dressed. When the humans see them, instead of staring in anger or fear they give a respectful bow. The Master smiles benevolently.

"Worker's quarters?" the Doctor guesses.

"These are the ones smart enough to pledge their loyalty to me. I take care of my pets," the Master replies.

"Pets. Is that all they are to you?" the Doctor says, defensive on their behalf.

The Master gives him a look. "I wouldn't say that. A lower species is a lower species. But as you say, some of them have potential." He gives Lucy a doting smile.

"All of them do," the Doctor insists, unable to stop himself now that he's started. "What you're doing to them is wrong."

"Was it right to wipe Gallifrey from existence?" the Master counters.

"No," the Doctor says, pained.

"Then why do it?"

The Doctor stares blindly out at the street. "It was necessary."

The Master's hand comes to rest on his shoulder. "You've spent too much time away from your own," he says, with disturbing gentleness. "Necessary is what Time Lords do best."

"And this is necessary?" the Doctor asks, voice tight. "All this is necessary?"

"Yes."

The Doctor shakes his head. "It can't be. What possible good could come of it?"

"What good could come of drowning the Racnoss?" the Master counters.

The Doctor is surprised the Master knew about that. But then according to that Torchwood file he was already in London by then. "That was..."

"Necessary?" the Master says, knowingly.

"If those babies had reached the surface they would have done the same thing you're doing. Destroyed the Earth."

"But you stopped them. Are you still going to try to stop me?" The Master asks it lightly, but there's subtle menace in his tone.

"Yes," the Doctor says. "I am."

"Do you know who stopped the Queen?" the Master asks. "While you were busy drowning babies with the Thames, Harry Saxon ordered the Christmas star shot down. We worked together that night, even if you didn't even know I was there. For the good of your precious humans."

The Doctor stares at him. "Are you suggesting that you're doing humanity some sort of favour?"

The Master chuckles. "Yes. And when you're ready, we'll help them together. You and me, side by side. It'll be just like old times. Don't tell me that isn't what you want."

"Not like this," the Doctor says, but in truth he's never felt so torn. Except... he remembers standing in Deffry Vale school, being offered the reality-bending powers of the Skasis Paradigm. The choice to become a god, to bring back what was lost, to save everyone, even stop the War... He doesn't regret turning down Brother Lassa because for all his promises, he could never trust the Krillitane. They were nothing but invaders, conquerors. The similarities to the Master are far from lost on him, but he knows the Master, and the Master is nothing like a Krillitane. The Master isn't a clutch of ravenous Racnoss. The Doctor keeps telling himself he's not the sort of man who gives second chances, but that's a lie. He helped a Dalek because it showed it could change. Surely the Master deserves as many chances as he can give.

The Master's fingers tap out a rhythm on the side of the car. Tap-tap-tap-tap. Tap-tap-tap-tap. Tap-tap-tap-tap. That blasted drumming. Even though the Master has stopped ranting about it, every so often there'll be that rhythmic tap-tap-tap-tap. The Doctor renews his determination to save him from whatever madness has gripped his mind. Even if he's in no position to do it now, he will be after he's reversed the paradox.

The car turns down another street, and there's a break in the skyline. The Doctor remembers seeing the city from above when they flew in, so he's not surprised when he sees the factory at the centre of the clearing. There's more activity here than anywhere else in the city, though to what end the Doctor can't tell.

The car stops at the main entrance, and they're greeted by the manager and a welcoming entourage. As the Master steps out of the car, they all bow deeply before him.

"His Imperial Majesty, the Emperor," announces a man. "Her Imperial Majesty, the Empress Lucy."

Lucy looks flattered and brushes at her hair.

"I love this country," the Master says. "They know how to show proper respect to their heavenly sovereign." He places a hand on the Doctor's back and urges him forward to meet the crowd.

"Citizens," the Master says, in a booming voice. "It is my great honour to introduce to you His Imperial Highness, the Crown Prince. Welcome him!"

The crowd suddenly sinks to their knees and bows flat on the ground. The Doctor is taken aback. "Tell them to stop," he whispers to the Master.

"Don't insult them," the Master chides, quietly. "You're the last in a very long line of descendents from their sun goddess." When the Doctor gives him a look, the Master says, "You're the one who wants to respect them."

A group of girls dressed in formal robes walks forward and presents him with a bouquet of zinnias and daffodils. They keep their gazes down, so as not to offend.

"Please accept these as a symbol of our loyalty and respect," the lead girl says.

The Doctor starts to protest, then sighs and gives up. "Thank you," he says, taking the flowers. "They're very beautiful."

The girls are visibly relieved and they bow deeply to him. As they walk away, the Master coos, "Aww, how sweet."

"Do you want them?" the Doctor asks, offering him the flowers with an arched eyebrow.

"No, no," the Master says. "I want you to keep them. As a gesture of respect for your subjects."

"Fine," the Doctor says. They are very nice, anyway. He cradles the large bouquet against his arm and the Master's hand once again guides him forward, past the bowed heads and into the factory.

It's big and it's busy. It must have been adapted from an existing factory or even several, because there's no way the Master did all this in barely four months. Of course, the hands of a few million slaves make light work. He probably had the area razed, then the new structure built and the machinery brought in from all over the city. The Doctor wonders what the rest of the world looks like, what else the Master's domination has wrought.

"Time for an inspection tour," the Master says.

They make their way slowly through the factory floor and then to the laboratories, accompanied by the factory manager and his assistants. At every room the Master casts a critical eye over the production line, the prototypes and the schematics. All the humans they meet bow low and then desperately show their work. A few are even rewarded, given the chance to ask for a family member to be saved from the labour camps outside the city or medical care for their sick child. It's clear that they're working under the knowledge that success means survival.

What's less clear is exactly what the factory makes. There's enough visible in production for the Doctor to observe what look like rocket parts, miniature robotics, microchips, superconductive magnets, and powerful aircraft engines, but even tagging along with the Master isn't enough to allow him access to the important data. When they're in a sensitive area, he has to stand back with Lucy, and his height is a distinct disadvantage to peering over tall adult shoulders. It wouldn't surprise him if most of the plans are for weapons, especially ones that could be used outside of Earth's atmosphere. There are probably factories elsewhere dedicated to things like rocket fuel and spacecraft, probably in America or Europe.

The inspection takes the rest of the morning, and his thwarted curiosity means the Doctor is glad for it to end. He hates having more questions than answers, and every room only brings more of the former and very few of the latter. He keeps thinking about what he would do if he wasn't physically eight years old, if he wasn't always within arm's reach of Lucy or the Master, if his ability to save the Earth didn't depend on being cooperative, if there weren't armed guards and Toclafane at every corner.

They're taken to a meeting room for lunch, but the Doctor is restless with frustration. When he fidgets, the Master casts him a warning look until he stills. He hasn't felt so trapped since the suite on the Valiant.

He wants to save humanity now. These people shouldn't be slaves, they should be free. They shouldn't be prostrating themselves just for the slim chance that the Master will grant them some boon. He thinks about the humans on Malcassairo, striving for survival against all odds, and finds himself mildly resentful that these humans here aren't as brave and resourceful. That they gave in when they should have fought. It's wrong to blame them, he knows; he's hardly in a position himself to lecture anyone for not eagerly leaping towards certain death. But at times like this he wishes they could save themselves and didn't need him so badly. They're capable of so much more than this and he wishes they would live up to their descendant's determination.

Of course, a planet full of Marthas wouldn't give him nearly as much to do when he isn't a prisoner. He's always suspected one of the reasons he likes this period of Earth history so much is that they're smart enough to have a conversation with, but dumb enough that he can show off and save the day. It's hard to say the same thing about the stuffier species out there, much less the ones who haven't learned how to make a decent cup of tea.

After lunch the Master has a long meeting with the heads of the factory and the Doctor has to wait outside the room with Lucy. His flowers are damp at the bottom from being placed in water during lunch, and he plays idly with the petals. Lucy reads a magazine, but the Doctor just wants to go home. He'd rather be free to play in the garden or the library than be stuck in this waiting room, filled with questions he can't get the answers to and with nothing but old magazines to read. The most recent ones are dated RokuGatsu -- June. There aren't going to be any new ones published until he wins.

There's a window that overlooks the factory floor. He rests his forearms on the ledge and stares out, partly to try to figure out what they're making but mostly just to watch. He's lulled by the repetitive cycles of the assembly line, the milling of workers back and forth.

It's a break in the rhythm that finally catches his eye. Half a dozen Toclafane swarm down around a worker, diving at him but then backing off. They're taunting him, he realizes, and then his eyes widen in horror as one Toclafane extends a blade and starts cruelly poking at the man. The man swats at them and cowers in fear.

Before he can even think about what he's doing, the Doctor has flung himself out of the room and down the long staircase to the floor. He hears Lucy shouting after him and then calling for Harry, but that doesn't matter because he can't do anything for the Earth but he can at least make this cruelty stop. His fist is tight around the bouquet as he runs to where the man stands, bleeding from shallow wounds.

"Leave him alone!" he yells at the Toclafane, swatting at them with the flowers. "Stop it! I'm telling you to stop!"

One of the Toclafane stops swarming around the man and swarms around him instead. "You're not the Mister Master," it burbles.

"No, but I'm... I'm his son, so you have to listen to me," the Doctor says. "I order you to leave this man alone!"

The Toclafane giggles and swoops. "You're not very nice," it says, as another two glide down from the air and surround him. "We don't like you."

"I don't care," the Doctor says. Then there's the slide of steel against steel as the Toclafane around him extend their blades, and he thinks maybe he does care, just a little. He brandishes the bouquet like a shield, turning as the Toclafane circle.

The worker cries out as he's sliced at the thigh and arm.

"I'm telling you to stop!" the Doctor cries. "Listen to me!"

"We only listen to people we like, and we don't like you," another Toclafane says. "He's naughty. We kill all the naughty ones. It's so much fun!"

"Are you a naughty one?" a third asks, in chillingly childish tones. "A naughty little boy?"

The Doctor ducks down and closes the distance between himself and the worker. He presses his back against him in a vain attempt to shield him. Shield what? he thinks absurdly. His legs?

"He's a very naughty little boy," the first Toclafane says, though it's hard to tell them apart. They all have the same cruel, mocking tone, the same cold perfection to their gleaming globes. The same sharp blades, points edged with human blood.

One of the Toclafane flips in the air, giving a gleeful cry, and then dives at the Doctor. The Doctor gasps and smacks at it with the flowers, dives to the ground, but it still manages to catch him across the shoulder. He clutches at the wound, the flowers battered and abandoned on the floor, and stares in horror as one of them prepares to dive at him again.

"Stop!" the Master's voice rings out.

Everyone freezes, even the Toclafane. The Master marches forward, eyes blazing with anger. Lucy is close on his heels, her eyes wide with worry.

"Blades in," the Master orders, and with a loud snick the dozen Toclafane around them retract their blades. He glares at them with cold fury. "You do not touch him. You do not hurt him. Is that understood?"

"Yes, Mister Master," the Toclafane burble, petulantly. "We're sorry, Master. He was bad. We can kill the bad ones."

The Master bends down and looks the Doctor over. "Is it only the shoulder?"

The Doctor nods, eyes flicking back and forth between the globes and the Master.

"Take care of him," the Master says over his shoulder.

Lucy kneels down beside him, presses a cloth against his bleeding shoulder. She coaxes him to stand with her and press close to her side.

"They were going to kill him," the Doctor says, his voice tight with anger and pain.

The Master gives him a considering look, then turns to the bleeding worker. "What did you do?" he asks.

"It was an accident," the worker says, bowing and cringing at the same time. "I dropped a component. My hands slipped. I'm sorry, I'm sorry, please, I beg your mercy, heavenly Master, your Majesty, please have mercy!"

The Master stares down at him for a long, tense minute. He looks back to the Doctor. "You were willing to die to save him?" he asks.

"Yes," the Doctor says. Not that he was thinking that far ahead, but if it came to it, yes.

The Master looks back at the worker, then up at the Toclafane. "This one is forgiven," he tells them. "Now go."

The globes swoop away. The worker falls to the floor, tearful with gratitude, thanking the Master over and over. The Master nods and another worker is allowed over with a first aid kit.

"What are they?" the Doctor demands, relieved and shaken. "What are the Toclafane? Tell me what they are."

"I think it's time for you to learn the truth," the Master says. "But first we need to get you patched up."

He's taken up to the offices and his shoulder is cleaned, stitched, and bandaged. Lucy frets over his shoulder, but the wound is more long than deep.

"You shouldn't have done that," she says, more upset than anything else. "You promised not to run. You promised not to leave me."

"I had to stop them," he says, wishing she would understand.

"You're so important to us, my darling," she says, stroking lightly at his bandaged shoulder. "None of them matter. You mustn't put yourself in danger."

There's nothing the Doctor can answer that with. He's silent as she holds him tight, rubbing his back. Then she takes his hand and holds it firmly as they follow the Master deeper into the factory, into a secure area they didn't visit that morning.

They enter a room where a few workers are hunched over workbenches covered with an array of equipment, some of it medical. On one of them is a Toclafane, sitting silent, its lights glowing dully. The only way to describe it is ill-looking.

The Doctor frowns. "They're alive?"

"Oh yes," the Master says. "Very alive." He gestures for the worker to leave and pats at the stool. "Have a seat."

Lucy helps the Doctor up. He looks at the faceless globe with undisguised curiosity.

"You called the Toclafane bogeymen," the Master says, reaching for the globe. "Time for you to see what they really are." He presses the point of a tool at one of its interface panels and pops open like a blossoming flower. But inside is nothing so beautiful.

The Doctor recoils in horror at the sleeping head wired into the globe, barely recognizable as humanoid. He's never heard of a species that did anything so horrific to itself. That reduced itself to a shrivelled lump of flesh inside a killing machine. Nothing except the Daleks, the Cybermen, the true bogeymen of the universe.

"Tell me what this is."

"It's human," the Master says, calmly. "In fact, you might have even met this one."

"What are you talking about?"

"Does 'the Utopia Project' ring a bell?"

The Doctor turns back to the head, stares at it. "No. No no no, it can't be."

"Oh, but it is," the Master says.

"But Professor Yana..." The Doctor's horror shifts to anger. "You did this to them. Set some sort of trap, forced them into it."

The Master laughs. "They did this all by themselves. You keep going on about human potential. Now you get to see it! You're looking at pure humanity, Doctor. Pure human potential. How does it feel?"

"You're lying."

The Master shakes his head. "You saw how desperate they were to survive. Clinging to every last hope they could find. So brave, so determined. They knew they had to be strong to survive the end of the universe, so they turned themselves into this."

"He's telling the truth," Lucy says, her grip tight on his uninjured shoulder. "Harry showed me. He took me to the end of the universe. The end of everything. And I saw... I saw what they'd become. What humanity became."

"And you brought them here?" the Doctor says, outraged and sickened.

"Where else could I bring them? They begged me to save them," the Master says, close beside him. "Save them from the darkness. The terrible, terrible cold. And I did. I saved the poor, defenceless humans. But you locked the coordinates. The only place I could take them was here."

"No," the Doctor whispers, hoarsely. "Anywhere else..."

"There wasn't anywhere else. And when they found out they could return to Earth, they were so happy, so excited. Their long-lost home."

"You tricked them," the Doctor insists, desperately. "You made them do this. Destroy their own ancestors."

"If I wasn't here to control them, they would have done far more than this. The only thing they want is to survive."

"They're killing themselves."

"That's what humans do," the Master says, not unkindly. "You know that better than anyone. Civil wars. Genocide. They kill and kill and kill each other, over superstition and greed and scraps of land. That's human nature, Doctor. That's your precious humanity."

"No," the Doctor says, weakly, but the most horrible part of it all is that it's true. The dark side of human nature is always something he's struggled against. Sometimes he's despaired, rejected them entirely. He'd hoped so much that in the end their good side would win out, that they would evolve beyond the violence they find so easy, but now he knows he was wrong. He knows how they end. It's little wonder the Time Lords never looked that far into the future. There was nothing there to see.

"So you see, Doctor, we're on the same side. I saved humanity, just like you do. Helped them fulfil their true potential. Saved them from the darkness. Just like you. And who deserves to live more? Those who cower in fear or those who fight against it? The fighters aren't those pathetic humans out there, who shove their faces in the dirt. The fighters are right in front of you."

The Toclafane opens its eyes, revealing grey irises, clouded and blind. It's a human that doesn't see with its eyes anymore. It sees with sensors, cameras. "Master," it says, weakly.

"I'm here," the Master says, and strokes his thumb along the pallid flesh of its brow. "Your Master is here."

The Toclafane makes a happy sound and its cheeks draw up around its mouthplate in a deathly parody of a smile.




When they return to the palace, all the Doctor wants is to be alone, but he's not allowed that solace. The Master stays with him, working contentedly while the Doctor sits as far away from him as he can, on the floor in the corner with his knees drawn up and his arms around his legs. He's beyond horrified and simply numb with grief.

This isn't an alien invasion. It isn't a single bad egg, an external oppressor. It's human against human, six billion of the future against six billion of the present. The worst civil war in human history, and the future is winning by a landslide. Even knowing that it will all be undone, that the Toclafane will be sent back to where they came from, does nothing to console him. Those bright, hopeful faces of the refugees on Malcassairo haunt him. The cheerful boy that Martha spoke with, the young man Jack flirted with, the countless families that lined the corridors. All those good, wonderful people turned themselves into six billion monsters. And eventually, all those humans he's fighting to save will do it, too. Because they're the same. And there's nothing he can do to stop it.

The Master was right. The truth did break his hearts.

Lucy finally comes to him and takes him from the Master, from the window where he can see the Toclafane flying through the sky. She takes him to her favourite room, with the vases full of flowers and a rocking chair and a view of the gardens. She sits him down on the overstuffed sofa and stands looking out at the trees.

"The leaves are going to change soon," she says. "Today is the first day of autumn. And then winter. I've always hated winter."

He looks up at her, and the bright summer sun is low in the sky, silhouetting her against its reddening light. She turns to him.

"When I saw them. When I saw the end of it all. I think it drove me quite mad."

The Doctor meets her eyes and sees the spark of sanity beneath the madness. That tiny part of Lucy Saxon that was never broken by her father, by the Master, by the cruelties and horrors of her life.

"I'd never seen such endless nothing," she continues, haunted. "I'd always known that it would end, but to see it..." Her voice trembles, and she looks away. "You talk about humanity. You say it like it's a wonderful thing, but it isn't. Humanity is cruel and cold and it deserves to end. They deserve to die. The universe will be better without them."

"You're human," the Doctor says, sadly. "You don't deserve to die."

"I do," Lucy says, proud yet so broken. "I tried to die but no one let me. They wouldn't let me make it all go away. So now I'm making them go away. It's for the best, really. Better for everyone." She wipes at her eyes, sniffs delicately. "And when they're all gone, when I'm ready, Harry will kill me."

"What?" the Doctor gasps, shocked.

"Harry promised," Lucy says, her spark of sanity once again smothered. "Before everything else, before 'for better or for worse'. When I'd helped him all I could. He promised."

There's a long silence, and then the Doctor says, "I don't want you to die."

Lucy smiles sadly. "I know, darling. With you here... I think I want to live, so we can be together. My darling boy."

The Doctor pushes himself off the chair and goes to her. Lucy looks down at him, and he holds up his arms. She bends and picks him up and holds him tight, and he holds her back.

"Don't die, Lucy," he says, burying his face against the crook of her neck. "I don't want you to die. Please."

Lucy hushes him. She carries him over to the rocking chair and sits down and rocks him gently. His eyes prick with tears and he blinks at them; they slide down his face and dampen her shoulder.

No matter how much she wants to be, Lucy isn't his mother. She's not his mother but it makes her happy to pretend, and he wants to make her happy. His real mother was a human, and when he was really eight years old it was the last time he saw her. His real mother is a distant figure, a faint memory of perfume and an unknown lullaby, and if there's any more than that he can recall it sleeps very deep in his mind.

She's not his mother and he's not her son. But they can comfort each other all the same.






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