off of the metal containers behind them. Upon exiting the container the red-eyed Ood's wasted no time attacking nearby guards. Valarie glanced back while they ran, to not only spot Solana running behind them but also a lot more Ood with those glowing red eyes than she had anticipated behind there. She couldn't stand to watch for so long. The guards had opened fire and shot at all that moved.

They left the warehouse the way they came, running down the open alley again and swinging around a corner to take a breath. Solana doubled over, attempting to catch her breath.

"If the people back on Earth knew what was going on here." Donna appeared ready to tear into Solana for what she was aiding in doing here.

"You're so stupid." She replied harshly, still out of breath. "Of course they know."

"They know exactly how you treat them?" Valarie asked her, finding that hard to believe.

"They don't ask! Same thing." Solana dug herself deeper into the idea what they are doing wasn't that bad. Valarie felt disgusted in that moment to even share humanity with the likes of Solana.

"Solana, the Ood aren't born like this. A species born to serve could never evolve in the first place. What does the company do to make them obey?" The Doctor asked.

"That's not my department, I don't know."

"Oh, because you don't feel the need to ask?" Valarie spat, reaching her boiling point.

"That's Doctor Ryder's territory." She tried to explain.

"Where's he? What part of the complex?" He pulled his map back out and opened it, holding it out to her. "I could help with the red-eye, just show me." The Doctor tried to bargain. Snow fell around them, and the cold air almost stung to breathe in against lungs already struggling to breathe again.

"There." She pointed to a section of the map. "Beyond the red section."

"Come with me. You've seen the warehouse. You can't agree with all of this. You know this place better than any of us, you could help." Solana searched their faces for a moment for an answer and dropped her head. She then stood tall and proud with a cowardly face and bent her neck towards the alley again.

"They're over here! Guards! They're over here." She called out. Their faces dropped, and he pulled the two women along. They were forced to run again, but this time they knew where they were going. Or at least a rough idea. They rounded a corner before he immediately jerked them the other at the sight of two guards. They continued to a door. He dug for the screwdriver as his head picked up and his eyes widened.

"Oh, can't you hear it?" he asked aloud. "I didn't need the map, I should have listened." He shoved the door open. They spilled inside. He shut it and used the screwdriver to cause the lock to spark. They were locked in now.

"Did you just lock us?-"

"Listen." He grabbed a flashlight off a breaker box and turned it on. "Listen, listen, listen, listen!" He told them. The building smelt of mildew and looked unkept. The thudding of their feet was all she could hear, despite the Doctor's insistence to listen. He followed a deaf sound like a dog following a scent down a set of stairs in the back of the room. They ventured down the stairs into a room littered with cages.

"Oh, my head." He hissed.

"What is it?" Valarie asked him.

"Can't you hear it?" He asked. "They're singing." He lead them to a darkened cage. Reaching out for a giant rusted switch, he turned it. A light shined on a group of Ood, around six of them. They huddled together at the light before turning away from the strangers and back into the circle they had formed.

"They looked different than the others." Donna observed. They didn't have a wire, but a string of flesh coming from under their mouths. They all held something cupped in their hands.

"That's because they are natural born, unprocessed. Unadapted to slavery. Unspoiled." He knelt in front of the bars. Donna settled to his right, with Valarie to his left. "That's their song."

"I, I can't hear it." Donna asserted.

"Do you want to?" He asked her. She turned her head to him.

"Yeah." She weakly replied.

"It's the song of captivity." He warned.

"Let me hear it." He then instructed her to face him and placed his fingers against her temples.

"That's it. Open your mind. Hear it, Donna. Hear the music." Valarie watched intently at what unfolded. He removed his hands. Donna's eyes opened, and her head turned to the Oods, she stared now in unfounded sadness. The Doctor's head turned over his shoulder and he looked to Valarie. She pursed her lips.

"Let me hear it too." He turned to her and placed fingers against her temples. Valarie's eyes fluttered shut. She couldn't hear anything at first. She relaxed, allowing her mind to open to the best she understood the action. Oh, could he now see into her mind? Everything?

She had no time to ponder any further before she began to hear it. It was quiet at first, and then it grew. He let go when the song hit its full volume. She opened her eyes and turned her head to them. He turned back to his original position facing them. Donna was crying. She was silently crying as she listened.

It was like they were wailing. Like they were crying out and yet it was beautiful. It was harmonious and the song was alive. It was alive and it was scared. Valarie dropped her head against the dirty metal bars and simply stared. She felt like she owed them this. For the torture humanity but them through, Valarie owed it to them to sit there and listen to their sad and beautiful song.

"Take it away." Donna pleaded.

"Sure?" he asked her quietly.

"I can't bear it." Donna murmured. He repeated the action he had performed to give her that ability to hear it. Valarie had tuned them both out to focus on the Ood's singing. She was crying too now. Tear's rolled down her face and onto the fabric of her pants. The Doctor turned to face her again. Valarie didn't realize it but she was now trembling terribly. To him, it was easy to tell it was too much for her. But here she sat, forcing herself to take it. To listen to their song not only because someone had to but she knew if she didn't he would endure it alone now.

"Val." he placed a hand on her shoulder. Her head rolled against the bars to face him, hair becoming a mess against it. Her nose was red and her eyes were blotchy. Tears kept coming and they couldn't stop.

"Let me take it away."

"But then you'll have to listen alone, won't you?" He pressed his lips together.

"I always have had to listen alone."

"But that doesn't mean you should." She took his hands. He knew she wouldn't give this up easily for him. He placed his hands on her lower face and cupped it. Wet tears pressed against his flesh. He couldn't let her listen any longer, but she knew she wouldn't voluntarily give it up. Her heart was breaking in his hands and he couldn't stand it.

He leaned forward and kissed her. Only for a moment. He placed his hands on her temples again and shut her off from it, taking the singing away. He kissed her to take that song back but also kissed her for her. And deep down, he did it for his own selfish reasons. He did it because it brought him a moment's peace from the song as well. When he pulled away she realized it had stopped. She couldn't hear them anymore.

He rose and unlocked the cage. Above them, a crashing sound came.

"They're breaking in."

"Ah, let them." He stepped into the cage and crouched before the Ood. They huddled away.

"What are you holding?" He asked it. "Look, friend. Doctor, Donna, Val. Friend. That's it, go on." They watched one Ood shyly open its hands. In it sat a smooth, pink, fleshy lump.

"A brain." He sighed. "A hindbrain. Ood are born was secondary brains. Like the amygdala in humans, it processes memories and emotions." He looked to Donna. "You get rid of that and you wouldn't be Donna anymore. You'd be like an Ood. A processed Ood."

"The company just cuts their brains off?" Donna looked like she could be sick.

"And stitch on a translator."

"Like a lobotomy. I spent all the time looking for you, Doctor, because I thought it was so wonderful out here." She laughed to herself. Her eyes were set on nothing and she looked dazed. "I wanna go home." Valarie looked to Donna and took her hand. She understood what Donna felt. The sudden need to run from what you had seen and not stop.

"They're with the Ood, sir!" A guard called who came down the stairs. He jumped to his feet and slammed the cage door behind them. Guards, along with their boss and Dr. Ryder entered the room.

"What are you going to do, then? Arrest me? Lock me up? Throw me in a cage? Because you're too late! Ha!"

----

Donna winced, the metal of the handcuff on her left wrist pinching the skin. She jerked her hand away from the guard who had handcuffed her there in the first place. Valarie wasn't sure what his original plan of locking them in the cage was, but it did not work. They stood in a lavish white office, all handcuffed to pipes running on the wall.

"Why don't you just come out and say it? FOTO activists." The boss, Haplen, asked. He was a stocky, sweaty, balding man.

"If that's what the Friends of The Ood are trying to prove, then yes." The Doctor retorted.

"The Ood are nothing without us. Just animals roaming the ice." Haplen rolled his eyes

"That's because you can't hear them."

"They welcomed it. It's not as if they put up a fight."

"You idiot." Donna snapped. "They're born with their brain in their hands. Don't you see, that makes them peaceful. They've got to be. A creature like that has to trust everything it meets." Donna explained. Haplen's head moved back in slight shock.

"Oh, nice one." The Doctor complimented.

"Thank you."

"The system has worked for two hundred years. All we've got is a rogue batch. But the infection is about to be sterilized. Mister Kess, how do we stand?" Haplen asked into an intercom on his watch.

"Canisters primmed sir." A faint voice answered. "As soon as the core heats up the gas will be released. Give it about two hundred marks and counting."

"You're going to gas them?" Valarie asked.

"Kill the livestock. The classic foot and mouth solution from the olden days. Still works." Only a minute could have passed when another alarm began to blare. Haplen and Dr.Ryder exited the office, leaving a door open. Outside the three could hear the chaos - screams, and gunshots. When he came back, he looked pale.

"Change of plan."

"There are no reports of trouble off-world sir." Dr. Ryder assured. "This is contained to the Ood Sphere."

"Then we've got a public duty to stop it before it spreads." Haplen tacked on.

"What's happening?" The Doctor asked.

"Everything you wanted, Doctor. No doubt there will be a full police investigation once this place has been sterilized, so I can't risk a bullet to the head. I'll leave you lot to the mercies of the Ood."

"But there's something else, isn't there Haplen?" He asked. "A creature can't survive with a separate forebrain and hindbrain. They would constantly be at war with themselves. There's got to be a third element, am I right?"

"And again, so clever." Haplen's lips curled into a slimy smile.

"But it's got to be connected to the red-eye." He continued. Haplen was on top of him quickly, angered by the idea he was being figured out.

"It won't exist for much longer. I'll leave you to your Ood." Haplen left with the guards, leaving them completely alone. They all immediately began to jerk their hands around, trying anything to get the cuffs to budge. The cuffs were tight, and they were all bunched together. All cuffed to the same row of pipes, making their wiggle room minimal.

"Oh come on, you're the one with all the tricks. You must have met Houdini." Donna said through a clenched jaw.

"These are really good handcuffs!"

"Oh, lovely. So when I die at least I can say hey, I died in some quality handcuffs!" Valarie barked. They were all frantic. Then the growling. The door to the office slid open. Three, red-eyed Ood approached. With the intent to kill.

"Uhm, uh," Valarie tripped over her words. "Friend!" She shouted, wiggling about.

"Doctor, Donna, Val! Friend!" He began to yell.

"The circle must be broken!" Donna shouted. They all began to collectively shout those phrases over and over as the Ood approached, extending their translator spheres. Their heads retracted against the pipes as the ball came closer. Then it stopped. The balls switched off, and they all began to hold their heads, as if in pain. When one rose its head again, its eyes were now normal. It switched its ball back on.

"Doctor, Donna, Val. Friends."

"Yes! Friends! We are friends!" They began to laugh and shout in relief. The three Ood, now reverted to normal, freed them. They fled the office, narrowly escaping the chaos, fire, and red-eyed Ood. And in the chaos, there was one. A normal Ood, watching them. The Doctor had become so entrapped in finding what Haplen wanted to destroy he didn't even notice it.

"Guys," Valarie began. They continued to yell and move over the chaos. "Hey!" She yelled at them, forcing them to stop. She approached the lone Ood.

"Doctor, Donna, Val. Friends." It simply stated, before turning away as if leading them. She looked back and smiled. They followed the Ood to a door labeled fifteen. Warehouse fifteen. The Doctor made immediate work of the door and opened it. The room was cast in red light, and the sound of heavy machinery filled the room. A catwalk over a pit. When they gazed over into the pit, a large brain pulsated.

"The Ood brain. Now it all makes sense. That's the missing link. The third element, binding them together. Forebrain, hindbrain, and this. The telepathic center. It's a shared mind, connecting all Ood in song." He explained.

"Which explains why we are all suddenly friends of the Ood."

"Cargo." Haplen's voice echoed. He appeared with Dr. Ryder, brandishing a gun. "I can always go into cargo. I've got the rockets. Got the shipping containers. Smaller business, much more manageable without livestock."

"The whole place is mined." Dr. Ryder sheepishly informed them. He looked terrified.

"You're going to kill it?"

"They found that thing centuries ago beneath the Northern Glacier."

"Those pylons." The Doctor pointed out. A field of what resembled electricity entrapped the brain.

"In a circle." Donna remarked.

"The circle must be broken." Valarie sighed.

"Damping the telepathic field. Stopping the Ood from connecting for two hundred years."

"And you, Ood Sigma." Haplen hissed. "You brought them here. I expected better."

"My place is at your side, sir." Ood Sigma then crossed between them to Haplen's side.

"But if that barrier thing is in place," Valarie gripped the railing and gazed over before looking back. "How come the Ood just started to break out?"

"Maybe it's taken centuries to adapt. The subconscious reaching out?" The Doctor proposed.

"But the process was too slow." Dr. Ryder suddenly inputted. "It had to be accelerated. You should have never given me access to the controls, Mister Haplen. I lowered the barrier to it's minimum. Friends of the Ood sir. It's taken me ten years to infiltrate the company, and I succeeded." Dr. Ryder hissed with a smile. Haplen turned to him with a smile.

"Yes you did." Haplen then shoved him with Ryder going into the field. He was gone the second he touched the brain. Valarie took notice Haplen's face and body. He kept moving his eyebrows and jaw around, as if suddenly uncomfortable in his own features.

"You murdered him."

"Very observant, ginger." Haplen remarked. "Now then. Can't say I've ever shot anyone before. Can't say I'm going to like it. But, er, it's not exactly a normal day, is it? Still." Haplen then aimed at the Doctor. But he was trembling.

"Would you like a drink, sir?" Ood Sigma asked. Haplen only laughed and turned Sigma down. The Ood then stepped between Haplen and the three.

"Please have a drink, sir." They suggested again.

"If, if you're going to stand in their way, I'll shoot you too." Haplen warned.

"Please, have a drink sir."

"Have," Haplen's eyes widened and he shook violently now. A mixture of sickness and horror. "Have you poisoned me?"

"Natural Ood must never kill, sir." Sigma replied.

"What is that stuff?" The Doctor asked. In Sigma's hand was a small class, full of a pale, translucent brown liquid.

"Ood graft suspended in a biological compound, sir."

"What the hell does that mean?!" Haplen shouted, touching his own forehead and eyes narrowed as if he could barely see.

"Oh dear." The Doctor dramatically sighed, now smiling at the brillience behind what Sigma had done.

"Tell me!"

"Funny thing, the subconscious. Takes all sorts of shapes. Came out in the red-eye as revenge, came out in the rabid Ood as anger, and then there was patience. All that intelligence and mercy, focused on Ood Sigma. How's the hair loss, Mister Haplen?" The Doctor asked. A large clump of what little hair Haplen had was easily removed when Haplen grabbed at his hair.

"What have you done?"

"Oh they've been preparing you for a very long time. And now you're standing next to the Ood Brain, Mister Haplen, can you hear it? Listen!" The Doctor urged. Haplen's large eyes turned to the brain, and from his fearful gaze, Valarie knew he could hear that song now all on his own.

"What have you? I'm, I'm not..." he dropped his gun, face suddenly blank. He dropped his head into his hands and began pulling at the skin of his own scalp. Valarie's hands found Donna as Haplen began to peel that skin off. The two women clung together, mouths agape in disgust and horror. Tentacles spilled from his mouth. He rose again, no longer human.

"They, they turned him into an Ood?" Donna asked. Valarie repressed the urge to vomit at the sight of the transformation.

"Yep."

"He's an Ood." Valarie mumbled, pale.

"I noticed." The Doctor nodded. Haplen sneezed, and into his hands was a wet hindbrain.

"He has become Oodkin, and we will take care of him." Sigma explained.

"It's weird, being with you. I can't tell what's right and what's wrong anymore." Donna could barely make anything of what she had just witnessed.

"It's better that way." The Doctor proudly stated. "People who know for certain tend to be like Mister Haplen." A sudden alarm alerted him. He yelped, turning to one mine on the railing and turning a dial. He switched the bombs off.

"That's better. And now, Sigma, would you allow me the honor?" he asked. Sigma nodded.

"It is yours, Doctor." The Doctor smiled widely and moved to a control panel. Valarie and Donna joined him.

"Stifled for two hundred years, but not anymore. The circle is broken. The Ood can sing!" The field around the brain went dead, and the lights dimmed.

Valarie's eyes grew wide and she looked at Donna and then the Doctor. She could hear it again now. The singing. It was slow like before, but it was happy. It was now the song of freedom after centuries of torment.