A/N: This episode will be split into a few separate chapters. It ended up being longer than expected, so I had to split it up.

It was so beautiful, the dark abiss of space. Stars were everywhere. It was so much better than what you could ever see with any telescope. Lexi was sitting down with her panther clad feet dangling outside the TARDIS doors, gazing up at the stars. The Doctor was hanging onto one of Amy's ankles and letting her float just outside the doors.

After a few more minutes of this, The Doctor pulled Amy in and Lexi got up to lean against the door frame. It was hard to believe where they were. Yet, here it was, right in front of them. Was Amy getting married tomorrow, or a long time ago? Time travel was a confusing, but fascinating thing. So many thoughts were running through Lexi's mind that she almost didn't notice a large spaceship floating far below them. It almost looked like a giant city. Maybe it was.

"Doctor, Amy, look!" Lexis said pointing down.

"Now, that's interesting." The Doctor said glancing down at the ship. "29th Century. Solar flares roast the Earth," The Doctor walked back to the the console while Lexi and Amy continued to look down. "and the entire human race packs its bags," The Doctor was working the controls. "and moves out till the weather improves. Whole nations...migrating to the stars. Isn't that amazing?!'

"Fascinating..." Amy said still looking down.

The Doctor pulled up the spaceship on the monitor. "This is the United Kingdom of Great Britain and Northern Ireland - all of it, bolted together and floating in the sky. Starship UK. It's Britain, but metal. That's not just a ship - that's an idea. That's a whole country, living and laughing and... shopping." The twins giggled at that. "Searching the stars for a new home." Amy and Lexi turned away from the spaceship and looked at The Doctor.

""Can we go see it?" Amy and Lexi asked in unison. The Doctor grinned at them both.

"Course we can but first... there's a thing."

"What thing?' Lexi asked tilting her head to the side.

"An important thing. In fact, thing one-" The Doctor quickly whipped out a magnifying glass from inside his jacket. and quickly ran up to the twins causing them to jump. He used the magnifying glass to look back and forth between them. "We are observers only." The Doctor then ran back to the monitor. He continued talking to the twins while looking at the screen. "That's the one rule I've always stuck to in my travels. I never get involved in the affairs of other peoples or planets. Ooh! That's interesting." Amy and Lexi went and stood at The Doctor's sides and looked at the screen. They saw a young girl sitting alone on a bench... crying.

"So we're like a wildlife documentary, yeah? Cos if they see a wounded little cub or something, they can't just save it. They've got to keep filming and let it die." Amy looked at the screen with sad eyes.

Lexi had the same expression on her face. "That's got to be hard. I don't think I could do that. Don't you find that hard, being all like, detached and cold?"

Both Amy and Lexi looked up from the screen to see that The Doctor was no longer standing there with them. "Doctor?!" They asked together. They looked back at the screen to see that he appeared onscreen next to the young girl. They saw that he was waving at them and motioning for them to come and join him.

Amy and Lexi walked over to the TARDIS doors and poked their heads out. They then stepped foot outside and into a bustling marketplace. There was an arched glass ceiling that gave them a wonderful view of the stars. The market was a series of stalls and booths that were very similar to what you would see in any contemporary marketplace. They both just stared around in wonder.

"Lexi, we're in the future. Like hundreds of years in the future. We've been dead for centuries."

"Oh lovely. You're cheery one Amy." The Doctor said appearing in front of them from nowhere. "Never mind dead." The Doctor said grabbing Amy and Lexi's hands and pulling them along with him. "Come along Ponds. Look at this place. Isn't it wrong?"

"What's wrong?" Lexi asked turning her head to look at The Doctor as he continued to pull them along with him.

"Use your eyes, notice everything. What's wrong with this picture?"

"Is it... the bicycle?" Amy asked pointing to a rickshaw. "Bit unusual on a spaceship, bicycles."

"Says the girl in the nightie." The Doctor said with a laugh.

"Oh my God! I'm in my nightie! But hey! Don't just make fun of me! My sister wearing panther slippers!"

"Hey! I like panthers! Panthers are cool!" Lexi retorted.

"Can't argue with opinions. Now now girls, come on. Look around you. Actually look."

"London Market is a crime free zone." A loud voice said over the speaker system.

"Life on a giant spaceship, back to basics. Bicycles, washing lines, wind-up street lamps. But look closer. Secrets and shadows, lives led in in fear. Society bent out of shape, on the brink of collapse. A police state. Excuse me." The Doctor then let go of the twins' hands and ran over to a table and took a glass of water from someone sitting there. He then gently set the glass on the floor and looked at it intently. He then set it back on the table. The Doctor looked at the people sitting at the table who were giving him strange confused looks. "Sorry. Checking all the water in this area. There's an escaped fish. " The Doctor then ran back over to the twins. "Where was I?"

"Why did you just do that with the water?" Amy asked with an eyebrow raised.

"Don't know. I think it's hard to keep track. Now, police state. Do you see it yet?"

"Where?" Amy asked looking around.

"There!" Lexi said snapping and pointing "She's sitting there crying. Everyone's walking past her and ignoring her." The Doctor looked at Lexi impressed. Amy nodded in understanding.

The three started walking that way. They didn't even notice a hooded man with an amulet watching them. They sat down on a bench facing the young girl.

"One little girl crying. So?" Amy asked dismissively.

"Crying silently. I mean, children cry cos they want attention, cos they're hurt or afraid. When they cry silently, it's cos they just can't stop. Any parent knows that."

"Are you a parent?" Amy and Lexi asked at the same time. The Doctor seemed startled by this question. He just shook his head dismissively.

"Hundreds of parents walking past this spot and not one of them is asking her what's wrong, which means... they already know, and it's something they don't talk about. Secrets. They're not helping her, so it's something they're afraid of. Shadows. Whatever they're afraid of, it's nowhere to be seen, which means it's everywhere. Police state." Lexi was listening, but not looking at The Doctor. She was watching the young girl. She saw that the girl was getting up when the lift bell rang, signaling it had arrived. She saw that a creepy figure in some booth off to the side was watching the girl.

"Um, guys?"

The Doctor and Amy looked back to the bench where they thought they would see the young girl.

"Where'd she go?" Amy asked standing up.

"Deck 207, Apple Sesame block, Dwelling 54A. You're looking for Mandy Tanner. Oh!" The Doctor handed Lexi an ID wallet. "Took me four goes. Ask her about those things, the smiling fellows in the booths. I noticed you looking at them. They're everywhere."

"But they're just things." Amy seemed to protest.

"Yes Amy, but they're clean. Everything else here is battered and filthy. Look at this place. No one has laid a finger on those booths. Not a footprint within two feet of them. Now Lexi, ask Mandy, 'Why are people scared of the things in the booths?'."

"Why me? Cos, if you haven't noticed there's two of us here."

"It's this or Leadworth. What do you think? Let's see. What will Lexi Pond choose? Haha, gotcha!" The Doctor looked down at his watch. "Meet Amy and I back here in half an hour."

"What are you going to do?"

"What I always do. Stay out of trouble." The Doctor stood up more straight and adjusted his bow tie. "Badly. Now, come along Pond." The Doctor grabbed Amy's hand and started to walk away.

"Is this how it works then? Doctor! You never interfere in the affairs of other peoples or planets, unless there's children crying."

Without even turning around The Doctor yelled back in reply. "Yes!" Amy turned her head around and mouthed back to Lexi, 'Sorry'.

Resigned to her task, Lexi turned around and tried to figure out which way to go.

About 5-10 minutes later...

Lexi stopped to get her bearings near another booth. She then found the way she wanted to go and headed down a street.

"Your following me. Saw you watching me at the marketplace."

"You dropped this." Lexi said handing Mandy the ID wallet.

"Yeah, when your friend kept bumping into me."

Lexi saw that there was an area of the street surrounded by barriers. "What's that?"

"There's a hole. We have to go back."

"A what? A hole?" There was a whole right in front of a shop called 'Magpie Electricals'.

"Are you stupid?! There's a hole in the road. We can't go that way." Lexi ignored her and headed for the gate. "There's a travel pipe down by the airlocks, if you've got stamps. What are doing?"

"Oh, don't mind me. Never could resist a 'keep out' sign. What's through there? What's so scary about a hole? Something under the road?" Lexi sat down on the ground to examine a lock. Mandy looked over to one the creepy figures in the booths.

"Nobody knows. We're not supposed to talk about it."

"About what?" Lexi asked turning around to glance at Mandy.

"Below."

"And because you're not supposed to, you don't? Watch and learn." Lexi said grabbing one of the hairpins from her hair.

"You sound Scottish."

"I am Scottish. What's wrong with that? Scotland's got to be here somewhere."

"No. They wanted their own ship."

"Hmm. Good for them. Nothing changes."

"So... How'd you get here?" Mandy asked curiously. Both of them didn't noticed that the figure in the booth had turned its smiling face to a frowny face.

"Oh, just passing through, you know, with a guy."

"Your boyfriend?"

"Oh..."

"What is it?"

"Nothing just... My sister's getting married. Funny how things just slip your mind."

"Your sister is getting married and your here. Why?"

"Well it's weird, she's not getting married until tomorrow morning... or a long time ago. Hard to explain." The lock Lexi has been working on this whole time opens. "Hey, hey, result! Coming?"

"No!"

"Suit yourself." As Lexi entered the tent, she saw that the inside was dark, except for red emergency lights flashing. Lexi found a torch and turned it on. In the beam that it emitted, she saw a creature - or part of a creature - reaching out through the hole. It was swaying slowly.

"Oh my God. That's weird. That's..." The creature striked with what seemed to be either a beak or a stinger. Lexi shouted and scooted backwards out of the tent. Back outside, she stopped and saw that she was surrounded by more hooded men. One of the men sprayed gas from a ring he was wearing, at Lexi. She started to feel light headed and her vision started to blur. She fell down to the ground unconscious.