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when she woke up, her entire body feeling like it hadn't moved at all the entire night. She stirred, stretching her arms above her head in an attempt to relieve them. It only brought some, but not enough.

The door to the room clicked and the wood groaned as it opened. A familiar face peered in, checking to see if she still slept or not. The Doctor smiled at her from across the room.

"Morning." He greeted, slipping into the room and shutting the door behind him.

"How long have you been awake?" She asked, noting his lack of change of clothes and his bright eyes. He walked and sat on the side of her bed, watching her stir and stretch in the morning light. She seemed extremely uncomfortable.

"Long enough. Feeling alright?"

"Just stiff. So, what's the plans for today?"

"Well, I figured we go out and figure some stuff out. That Marsilia girl, apparently that statue bores a striking resemblance to her. She's been missing for some time now, so I wanted to go find her father and see what happened." He suggested, watching her continue to stir uncomfortably. "Are you sure you're alright?" He asked again, scrunching his brow in concern. She sat up, letting the sheets fall to her hips as she tried to stretch. She felt of her back and spine.

"Just feels like my whole body is full of knots. I'm sure it was just this bad bed." She suggested, twisting and listening to her back pop. The two sat in silence for only a moment before he sprung up from the bed.

"Well, come on. Up and at 'em! Sooner you are up and ready the sooner we can figure out what's going on here, because something is definitely going on here." He watched her slip from the sheets. She looked to him, and motioned him towards the door.

"Well if you want to get going you'll need to step out and let me change. Unless you want me running around Venice in a nightgown." She laughed, shutting the door behind him and pressing her back to it. After the events that had unfolded the night before, nothing felt weird but it plagued her mind if she should bring it up or not. But she felt a weight off her chest now that he knew some semblance of how she felt. Almost a twinge of joy he didn't shove her away when she did kiss him.

Valarie changed clothing into the gown she had previously wore, hastily throwing her shoes back on and opening the door again. The Doctor stayed there, leaned against the wall. He smiled wide at her, and the began their way down the halls and stairs of the Moretti residence. As they traveled down the last set of stairs Valarie caught up to his side, practically bumping sides.

"So what do you think is going on?" She asked him curiously.

"Well, to be honest and between you and me, I have no idea." He turned to face her at the bottom of the stairs as she continued her descent.

"Where are you going?" A voice called. Gazes turned to a young girl who stood at the top of the stairs. One of the Moretti kids, who had been at the dinner the night before.

"Oh, just out." Valarie replied as she came down the stairs towards them. She couldn't have been any older then six. She tugged on her arm.

"Are you coming back?"

"Yes." Valarie replied hesitantly. The girl beamed.

"Good! My brother says tomorrow morning will be a big day! He said he's making something special!" Valarie looked to the Doctor who concerned eyes before gently freeing her arm from the child's grip and traveling to his side. The Doctor put a hand on her shoulder.

"We'll be back in time." They turned to walk away, with him leaning into her ear. "Let's see if we can figure out what Piero is making before he can show it off." She looked to him and nodded, craning her neck slightly. She couldn't shake the stiffness and knots in her body.

__

The poorer part of Venice was as lively as the other, but perhaps the difference was it smelt worse. The two had spent sometime trying to find the family of the allusive Marsilia, and it took them quite sometime before a man and his wife pointed them towards a farm towards the end of the area.

"We can't promise he is completely there." The wife mumbled as the two departed for the farm. It was a long walk, and a thin layer of sweat covered Valarie's body. While she initially enjoyed playing dress up, now it was down right uncomfortable. They arrived at the wooden door. The entire home looked uncared for, and the animals within its rickety gate ran wild and lose. Nothing to cause problems for the two who approached, but enough to annoy.

The sound of someone stumbling and items crashing indicated someone within. If he was trying to hide, he did so poorly. The Doctor knocked again. With a string of curses the shaky door opened and a head jeered out. A older, larger man with a dirty face. His beard was uneven and messy, his teeth yellowed and eyes wild. He looked like a crazy, bitter old man.

"Are you Marsilia's father?" The Doctor asked. His face morphed into an angry expression.

"Yeah. Listen, are you one of the Moretti's people? Because if you are, damn you to hell!" He went to slam the door shut. The Doctor stopped him and eased it back open.

"No, we just came to ask about them actually. About that family and your daughters disappearance." His face softened, and he grumbled something opening the door wider and allowed the two entry. Upon entering the home it was littered with trash, garbage, and empty bottles. The Doctor looked around, his eyes taking in just how disheveled the place was as the man shut the door. He turned on his heels to him and stuck his hand out.

"I'm the Doctor by the way. This is my friend, Valarie." He introduced them. The man hesitantly took his hand and shook it firmly.

"Ermanno Gottardo." Ermanno introduced himself, taking Valarie's extended hand and shaking it as well. When he turned away she wiped her hand on her dress, not liking the grimy feeling his skin left on hers. She looked to the Doctor in disgust, who just raised his eyebrows and pursed his lips in response.

"So, tell us about Marsilia. When did this whole, mess with the Morreti's start?" He asked as the man took a seat at the wooden table. Ermanno took a drink from a brown bottle and set it down before beginning his tale.

"Marsilia used to go to the marketplace for me. I'm sure you two have seen it. Her mother passed a while back of illness, so she had to go. I wouldn't have sent a young woman alone there if I had a choice." He seemed in turmoil with his past choice. He couldn't help but wonder if he hadn't of sent her if she would still be safe at home.

"One day she comes home. She was so excited, oh my was she excited. A young man had introduced himself to her. Wanted to get to know her. Possibly to court her. And his family had money." The description rang of Piero's introduction to Valarie. "And she started spending less time at home, with me. More with them and their lavish gowns, and jewels, and art. But she always wrote to me. Always. And then one day the letters stopped, so I went into town to find them and my child. And suddenly the Morreti's are completely unfamiliar with her name! Like they hadn't spent much time lavishing her." Ermanno concluded with the brief history of what had happened. The whole story smelt of runaway until the very end, with the family refusing to acknowledge that she even existed. Ermanno confirmed with them this had happened months prior, and if she did run away which was very unlike her she could be long gone. Forever out of his reach now.

"But you came into the gallery the other day." Valarie added on. "You looked at the statue on display and you said her name. Why?" Ermanno went white with what seemed to be fear. He rung his hands, as sweat was on his brow.

"It, it looks like her. The statue does. A splitting image of my daughter." He stood up and paced away from them, refusing to face them.

"You know, when I was a boy there was a rumor that the Morreti's could do, ghastly things. Terrible, inhuman things." He shook his head. "No, that couldn't be." He began to get worked up at the ideas of his only child's fate. He looked back to the two who stared at him, with sympathy and understanding. For some reason it enraged him; as if their expressions confirmed his child was most likely dead. He flew into this rage with hands on each of them, dragging them out.

"Out! I won't have anyone come in here and try to tell me my daughters dead!"

"We didn't say that." The Doctor added, revealing the truth had always been in Ermanno's mind. This did not stop him from shoving them out and slamming the door. The two looked to each other with worry and began their trip back into town.

"What do you think it is?" Valarie asked him. "They seemed human enough to me. Do you think they are using something to make people disappear?"

"I don't know." He shoved his hands in his pockets. "I'll need to poke around more. Maybe some of the servants in that house know something."

__

The two had separated into the upper home of the Morreti's, drifting in and out of rooms in hopes of finding someone willing to open their mouth shut what was happening. After three hours of nothing the Doctor had finally stumbled across a servant who stood in the guest room Valarie had resided in, laying out what appeared to be a new gown. He appeared to be a young boy, only a teenager most likely. When he finally noticed the Doctor's presence he appeared startled.

"Oh, I didn't even notice you were there, sir." He half laughed. He looked to the Doctor again. "Pardon me, but are you one of the travelers that arrived here yesterday?" He asked. He nodded in response and smiled.

"I am. Well, Val and I are. Came in town to just look around. Sight seeing." He responded, walking around the room, pacing back and forth. The servant nodded along to his words. He had finished whatever task was he had been placed to do. "Say,' the Doctor began. "what is that for?" He motioned to the gown. It was the faintest cream color and the best word to describe it was dainty.

"Oh, Sir Piero sent for a new gown for your friend actually. He wants her to look special for tonight." He informed him. The Doctor's brow furrowed.

"What's tonight?"

"Well, I'm sure you have heard Piero is a man of many lovers, and-"

"Valarie is not his lover."

"Well, he is a man who is easily enamored. He has this tradition with showing the current woman of his affections his new art pieces before they unveil. He says their eyes alone deserve to see it first." The boy explained. He then left the room, allowing the Doctor to settle into his own thoughts. No, he thought to himself, he could not allow him to get Valarie alone now. It was only settling just how much grave danger she would be in, if she was left alone with him. He left the room and rushed down the halls to were he had split from her to question around. He rounded a corner and nearly collided with her back. In front of her stood Piero with that charming smile. His demeanor in his eyes changed from an inviting warmth to a coldness upon seeing the Doctor. The Doctor clamped his hands on her shoulders, almost inching her away from him. It was strikingly obvious to Piero he knew something was wrong here, and that whatever it was he had his sights trained in on her. He could also tell the Doctor wasn't going to give Valarie up that easily.

"Oh, Doctor." She smiled up at him, wrapping a hand around his wrist. She looked almost relieved he had showed up.

"Doctor." Piero said blankly. "I was just telling your companion here about tonight. I want to show her my next creation before anyone. A honor many want." He brushed a tuff of blonde hair from his eyes.

"We, would love to see it first. What time?" He asked, equally as blank. Piero only smiled and turned, walking away from the two. When he was out of sight the Doctor spun Valarie towards him and leaned close to her to keep his voice low.

"Do not allow yourself to be alone with him. For even a second."

__

Night had came, and Piero had been successful in separating the two. He had asked they go to sleep rather early, his reasoning being as they would need their energy for the night. Valarie laid in her bed, too uneasy to sleep. The Doctor awaited in his room, staring at the door for the foot steps outside it to stop. When the coast was clear he was going to her room and not leaving her again.

Unbeknownst to him, Piero had already drifted by his room with the lightest footsteps and had placed a chair against his door under the door knob. He then drifted to Valarie's door, knocking on it. When she didn't answer, he opened the door.

Valarie sat upright in the bed, her eyes wide and trained on whoever was entering. Piero smiled at her.

"Ah, I see you're awake. Excited to come see it?" He asked her. She gulped, wondering where the Doctor could possibly be. "Come now." He extended a hand to her. She slipped out of the bed with extreme hesitance, the fabric of the white night gown dragging. Piero had intended for her to wear the one he had provided earlier, but now as he felt his project was being threatened it didn't matter. When she didn't move fast enough for his liking he snagged her wrist and began to pull her along.

"Where is he?" She asked.

"Oh, your Doctor friend? He's already down in the exhibit waiting on us." He lied with a smile. Valarie used the lie to attempt to comfort herself, until they passed the Doctor's room. The chair propped against the door made the truth starkly clear and she began to twist her wrist.

"Wait, no that was his room. Why was it locked up? Piero!" She yelled at him before looking back towards the door. On the other side the Doctor had moved towards the door, listening in as their words were muffled. Only way came through loud of clear.

"Doctor! Doctor help!" She cried out. The doorknob twisted desperately and he began to pound on it upon realizing he was locked in. Valarie dragged her feet and dug her bare heels into the stone floor, fighting against him.

"Valarie! Piero you let her go!"

Piero ended up grabbing her by her shoulders and pushing her before him.

"If you keep fighting me I can't promise your friends safety." He sighed. Valarie began to stop resisting, her instincts telling her to protect the Doctor above herself. She couldn't see him, so how could she know he wasn't in there with something that could kill him.

He forced her down the stairs and into the main room, presenting her before the statue that Valarie had came to accept was what was left of Marsilia. All the hairs on her body stood to a point. He held her in place before it.

"You know, this used to be my favorite piece I had made." He revealed. "Alas, it crumbles and decays now and lost the beauty it once posesed." He reached out and ran his fingers over the light cracks in the marble face. His grip on her arms remained stern.

"My dear Valarie, do you know of the stars? What lies beyond them? Because I do. They are gods, and they have blessed me with their gifts. The gifts to preserve beauty as it is." He revealed what seemed to be a remote control. Valarie began to squirm in his grasp, as he pulled her back to his chest and had her face the statue.

"I can place things within the body that will preserve it. And they are so small, you didn't even notice them in that wine I was feeding you." Valarie began to panic. Something now inhabited her body and she barely could understand what it was. She tried to thrash in his grasp as the statues face cracked further.

"I am so glad I found you. She has served her time and is now corrupted, but you can take her place and be the center of this beautiful gallery. Forever." The face of the statue caved in, and a skeleton peered out to Valarie. She thrashed harder and began to scream. She felt her joints become more stiff and when bending her fingers almost became impossible she looked down at her hands. A grey color had began to consume her hands and it traveled fast.

Upstairs the chair finally gave way, tumbling away and the door finally opening with the Doctor's body rushing into the hall. He looked left and right, and took to the left swiftly. Valarie's screams echoed down the halls of the entire home. A haunting sound, but it was worse when they flat out stopped. The Doctor froze, adjusting to the silence.

"Val!" He yelled and ran towards the main room, leaning over the stairs to look below. He could only see part of Piero; he was touching something. The Doctor ran down the stairs, shouting at him as he did. When he rounded the corner the full view came into view.

The former statue had crumbled and been pushed behind her own. Parts of stone and bone. Piero ran his hands over a new statues face.

It was Valarie's frozen face.

She had been reverted to marble. She was on her knees on the end, face contorted in a gaze of sadness as one hand gripped the fabric of her dress and the other was outstretched. She was reaching out when she froze.

"What have you done to her!" He cried at him. Piero turned with a smile and hummed.

"Now, seeing as you are in love with her you'd think I was doing you a favor. Preserving her from the dark and dirty parts of the world just as she is. You can come and gaze upon her any time, Doctor." He turned to him.

"What did you do." He asked him quietly. Perhaps if the Doctor understood, he could reverse it. Piero pursed his lips.

"I have a gift. Presenter to me by beings beyond our comprehension." The Doctor stifled a laugh. He was a being beyond his comprehension. "They gave me this," he flashed the remote, "and allowed me to be a god in some ways. To save and protect the things we all adore." The Doctor had heard of such technology before. Nano-tech. Get it in someones body and their actions, words, and even state of being were yours to control. Easy to use, but he wasn't certain how to break it. Most likely had to do with the controller he wielded.

"I'm giving you the chance to undo this. To change her back."

"I'm sorry, but that simply won't do. Apart from simply not wanting to, this power comes at a cost. To even the playing field the beings who gave this gift to me also placed them within me. In the event something goes array, or I simply turn on those beings they will do to me as I've done to others." He sighed. The Doctor was suddenly hyper aware of the sonic in his jackets pocket. How easy it would be to short circuit the controller. Make Piero pay for everyone he had ever stolen and hid away. For Valarie.

"Can it be undone?" He asked him. Piero hesitated.

"No, I haven't seen it undone." That was what he needed. The rage boiled and exploded into movements, the sonic was pulled free and pointed at the controller. It buzzed and the controller hissed and sparked, before exploding in his hand. Piero cried out in pain, grasping his hand as the hot metal fell to the ground.