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a dark room. Several cracked marble columns surrounded them. All three laid across the floor. The Doctor groaned as he began to push himself up.

"Ow, worst teleport, ow." He grumbled, as Novice Thames began to stand which practically no effect on herself. But Valarie, she was the opposite. While the Doctor had a few cricks in his old neck now, Valarie stood, the effects of a first teleport obvious. Her legs wobbled and she was a awful shade of green, and was covered in a thin layer of sweat. She quickly turned away from the two, and began to vomit.

"First teleport, don't mind her." He mumbled before looking to Novice Thames with angry eyes. "Now you can teleport right back down and save those people; starting with Martha!" Thames sighed, as she leaned towards him with sad eyes. "I only had the power for one trip."

"Then get some more! Where are we?" He asked, sounding furious as he peered around the broken and abandoned room. It looked like somewhere in the under city; but the now rotting architecture was speaking a different story.

"On high ground, in the over city." She revealed. The Doctor continued his furious tyraid.

"Good! Cause then you can take me to the senate of New New York; I'd like to have a word! Thousands of people are trapped in the motorway; millions!" He cried. Valarie had turned to face then, wiping any bile around her mouth off. She was still sweating; obvious from a temporary fever from the teleport. Teleporting was different then travel in the TARDIS; it was faster and was able to scramble your molecules so fast they didn't know it was happening. For first timers, it proved to sometimes evoke sickness. But it would pass in minutes from the initial teleport.

"But you are in the senate!" She cried, reaching for the teleport bracelet. "Maybe the goddess Santory bless," she said as the room illuminated. Above them were chairs; at least half a hundred. In them, were not people, but the remains. Skeletons sat in the chairs, making a morbid scene. Valarie slowly rose, mouth agape as she couldn't figure out how to process the scene.

"The city died, Doctor."

The Doctor began to walk around, observing ruble and debris as he soaked in the horrid scene. "How long has it been like this?" He asked her, voice now softer and more forgiving then his former tone.

"Twenty-four years." She revealed with clasped hands, as the Doctor crouched next to a small podium. A skeleton laid face down, as if they had died and killed over. Valarie slowly followed, but was too frightened to get any closer. She stood behind Novice Thames.

"All of them? Everyone? What happened?" He asked, looking up to Thames. She reached towards the skeleton.

"A new chemical. A new mood." She pointed towards a patch of plastic on the skeletons neck. "Bliss."

"Everyone tried it. No one could stop. A virus mutated in the compound. Became airborne." She said as she pulled the dusty patch from its neck and gazed off; most likely redeeming the horrible deaths. "The virus killed the world in seven minutes flat. But there was enough time to seal off the motorway and the under city. Those people aren't trapped, Doctor. They were saved."

"So the motorway is just set on automatic?

"There isn't enough power to get them out."

"How did you survive if it was airborne?" Valarie asked, eyebrows furrowed at her. Thames turned to Valarie with something new in her yes. Compassion.

"He saved me." She turned to the Doctor. "And he has waited for you, these long years." She revealed, as a weak voice pleaded out into the room. "Doctor." It al,or whimpered. The Doctor was quick to move, jogging around a curtain with Valarie to follow. Novice Thames followed the two.

"The Face of Boe!" The Doctor cried. Valarie peered over his shoulder, as before them was a large tank. Within was a giant head, almost as tall as Valarie herself. It's eyes were blood shot, and it had odd tendrils coming from where it's hair should. It was weak eyed, and the tank was dirty.

"I knew you would come." It spoke, without opening its mouth once. The Doctor knelt right before the tank, and pressed his hands against the glass.

"Back in the old days, I was made his nurse. As penance for my sins. He protected me from the virus by shrouding me in his smoke. But with no one to maintain it the city died. It would be fallen into the sea."

"But he saved them." Valarie commented, as she now stood in that very city that should've collapsed.

"He wired himself into the mainframe."

"Why didn't you call for other planets?"

"The planet is on automatic quarantine for one-hundred years." She revealed how dire the situation has became, as the Doctor stood and walked to her side. Valarie hesitantly approached the face of bow and bent down, pressing a hand slowly to the glass as it drew in heavy breaths.

"So you two stayed here alone, all these years." He responded his sympathetic eyes. Valarie studied Boe, but quickly realized he was studying her more closely then she was him.

"Save them Doctor. Save them." He pleaded, all eyes on the dying figure. All held sympathy for him; as he was obviously on the brink of not being able to hold on. Suddenly, a screen nearby hummed to life. The Doctor rushed to it, pulling his glasses form his coat and putting them on. Valarie was quick to follow. The screen showed the motorways levels; and on the bottom was a small bar with numbers beside it. Four-Five-Six-Diamond-Six.

"That's Martha! She's there!" He cried as he sprung into action. He handed Valarie s lever, instructing her to hold it into place as he began to run around like a madman, pulling levers and pressing in codes. He sonicked a few by-passes.

"There isn't enough power!" Thames cried.

"You only need people to power a city, which it why I'm doing this!" He cried as he flipped a lever. The room blinked dark, as the power shut down. "No, no, no!" He cried as he began to work on transformers in the power grid. "If I can by pass the transformers I can-"

"Doctor, I give you my last..." the Face of Boe grunted, the room surging with life again "Boe! Thames, look after him! Don't you go dying on me you big face!" He cried as he ran back to the same lever that shut the power down. He flipped it.

"The open road!" He cried, before laughing in victory. "What did you do?" Thames asked as he ran towards he same grid that showed the new reporter Valarie swore she had seen twelve times that day. She followed behind him, peering as he grabbed a microphone. He began to broadcast to the only people there; the saved ones fro. The motorway.

"Sorry, no Sally Calypso today. She was just a hologram. I'm the Doctor, and this is Valarie. This is an order now; everyone drive up. I've opened the roof of the motorway, c'mon now, drive up. " He repeated the phrase constantly. Valarie leaned towards the microphone he held.

"Car four-five-six-diamond-six, hello! Drive up Martha, drive up!" She cried, as she hugged into his side as the broadcast to every car went dead. He ruffled her hair as a call from a certain car came through; and once answered the voice of Bran boomed through. She left his side as she walked towards a open window; thousands of cars from the motorway zoomed in the sunlight, as the city of New New York seemed to spring to life again.

"You're magnificent Doctor! I told her!"

"Drive up, Bran. There's the city of New New York is here and is yours. Now don't forget I want that coat back." He laughed as he joined Valarie's side.

"I think that's a bargain I can make!"

"Now car four-five-six-diamond-six, make your way to the senate. I want to see Martha Jones." He smiled, as Martha's voice came over the intercom. "On my way!" Valarie squealed in delight. "You saved her!" Suddenly, the sound of glass cracking ruined the blissful moment. The Doctor turned his head, to see the tank that Boe sat in cracking.

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When Martha Jones entered the senate, she expected a cry of joy. Instead, she saw a skeleton. "Doctor?" She mumbled, looking at it horrified.

"Over here." A sorrowful voice called. Martha followed, to find a sad scene. The Face of Boe laid on the ground; his tank had shattered and he was dying. Valarie was crouched next to Novice Thames, and the Doctor on the other side.

"What is that?" She asked, somewhat frightened.

"It's alright. It's the Face of Boe; come say hello." He urged her, as Martha gently approached the tender scene.

"He's the one that saved you, not me."

"Who is he?"

"I don't even know." The Doctor revealed. "Legend says he's lived billions of years. And will for many more, right?" The Doctor suggested, obviously not wanting to come to terms with a friends death.

"Legend also says he will reveal his last secret to a traveler." Thames stared to the Doctor, knowing this was Boe's true end, and the secret would be passed to the Doctor."

"I've seen so much, too much." Boe spoke, heaving between every breath. "I am the last of my kind, as you are, Doctor."

The revelation struck a chord in both Martha and Valarie. The two were blissfully unaware of this fact; and suddenly the man who wished to be alone was much longer to them. They stared at him with nothing but pity in their eyes.

"That's why we both have to survive." The Doctor urged.

"But know this Doctor; you are not alone." With the Face of Boe's reveal, the Doctor's face visibly changed as his whole demeanor. He looked puzzled and almost frightened. His lips parted as to speak, but no words came out. The Face of Boe drew a last breath before he died peacefully there on the floor. Martha and Valarie backed away slowly, as Novice Thames began to sob next to his body.

The Doctor stood, still appearing scared and confused and took his place next to the girls.

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Once back in the now empty undercity, Valarie took note in the empty mood booths.

"They closed down; happy?" She asked turning to the Doctor who checked inside the booths.

"Happy happy." He mimicked the merchants, causing both girls to give a stifled laugh. "But New New York is born again. Let's go on." He said as he began to walk back towards the alley where the TARDIS resided.

"But what did he mean?" Martha suddenly asked. "You are not alone?"

"I don't know." The Doctor honestly replied.

"You've got me, is that what he meant?" Martha asked with a small smile. He shook his head.

"I'm sorry. I don't think he meant that, about either of you."

"So that's it?"

"Yes. Now back to the TARDIS, let's go." The Doctor turned away. Martha grabbed a tilted over chair, sat it upright and sat down in it. She folded her arms and legs,s string at him with an annoyed expression.

"Are you staying?" He asked when we turned to look at her.

"Yes, until you talk to me properly." Martha commented. Her eye brows peaked. "He said last of your kind, what does that mean?" She asked, her voice sharp and demanding.

"It really doesn't matter."

"You don't talk, you never say! Why not!?" Martha exploded. From above, suddenly the hymn the motorway had sung earlier erupted again. The three stopped the conversation for a moment to listen to it.

"I lied to you because I liked too." The Doctor began. "I like to pretend sometimes, they are still alive; underneath the burnt orange sky." He sadly explained.

"I'm not just a time lord, I'm the last of the time lords."

"What happened?" Valarie asked. This promoter the Doctor to pull a chair of his own up as Valarie leaned with folded arms against Martha's. He took a seat.

"There was a war. A time war. The Last Great Time War. My people fought a race for creation, the daleks. We lost. Everyone lost. I lost everyone, my family, friends, even the burnt orange sky." He refused to look either in the eye as he smiled. His eyes began to water.

"You should've seen it. That second sun would rise in the south sky, and the mountains would shine. The leaves on the tree were silver, and when the light would strike them, they would set the forests on fire. When Autumn came, the flowers would bloom a brilliant blue...."

The Doctor began to ramble. He began to ramble about Gallifrey to the two humans who could never possibly understand just how truly beautiful it was. Two humans who would never truly understand how it felt to lose everything, and every one.

Those two humans would never know how it felt to be the last of their kind.

And the Doctor prayed they never would.

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