and her body felt like it was being stretched thin. Above them Foster pointed her sonic at the second cable. The Doctor climbed up the lift as high as he could hoist himself and aimed his at hers, forcing it to short circuit. She dropped it, and he reached a hand out far to catch it. He turned to them, now holding the second sonic in his hand and placing it in his teeth.

"Doctor!" Valarie cried out as watched the Doctor manage to pry a window open from the lopsided lift and climb in, leaving them with nothing but the promise that he would get them in safely. Valarie grunted, and refused to look down, as she feared her arms would give out in fear if she did. She closed her eyes tightly.

"I'm gonna fall!" Donna cried out, Valarie finally braking her refusal and looking down at her. She focused her eyes in on Donna and Donna only. When a harsher wind blew Donna's hand on Valarie's ankle slipped causing her to clamp it down on her shin now even harder. Valarie yelped, one of her hands releasing as now her body hung at an awkward angle. She reached out and clasped her now free hand on the lose cable Donna dangled from.

"I should've stayed home!" Donna yelled to her, staring at the ground below. Cars that raced by probably couldn't even notice them due to high up they were, and that terrified Valarie.

"Donna, Donna!" She turned her head up towards Valarie's voice. "Look at me, don't look down just keep looking at me!" She told her, the panic on Donna's face and her flailing worrying Valarie. Valarie kept her eyes locked on Donna's to prevent her from looking away or around.

"I'm gonna kill him! If he gets us out of this I'm gonna kill him!" Donna shouted.

"You and me both!" Valarie replied. In her peripherals she saw the window next to Donna's feet slide open and a pair of arms stretch out, wrapping around her shins. She began to kick and sequel, unaware of who grabbed at her.

"Get off!" She yelled, assuming it to be Foster or one of her men.

"I've got you! Stop I've got you! Stop kicking!" The Doctor yelled up to her, Donna only calming a smidge as she released Valarie's leg. He instructed her to take hold of the cable, using it to ease herself down as he guided her legs and then torso inside the room. His head poked back out. Valarie's right hand still clung to the railing of the lift while her left was firmly wrapped around the cable. She had also brought her legs up to wrap around it, the action almost reminding her of having to climb the rope in gym class.

"Val, you're gonna have to ease your way down until I can reach you, it's too risky for you to just let go now. You gotta trust me!" He noticed the immediate panic on her face as he tried to reassure her. She took in a deep breath and finally let go of the railing; wrapping now her entire body around the swinging cable. She began to shift down it slowly as he out stretched both arms below her. When in range she unwrapped her shaking legs, allowing them to drop into his arms as he helped guide her in the same way he had Donna. It felt like ages before her feet touched the ground of a office again. She was between the wall and the Doctor's body, gripping the window seal for stability again.

"See, back inside in one piece." He took notice in her shaking her hands and wincing. She had a form of rope burn on her palms from the sliding grip she had on the cable.

"Is it always like this with you two?" Donna asked. The Doctor turned his head to her, before exchanging glances with Valarie and smiling.

"Oh yes." He had a almost wild look in his eye as he lead them out of the office in a run and down the stairs. They made it to the room full of cubicles before colliding with Foster and her men again. They stopped hot in their tracks.

"Well then, at last." Foster greeted.

"Hello." Donna sheepishly greeted back.

"Hello, I'm the Doctor." He greeted her almost as if she hadn't just tried to kill them.

"And I'm Donna." Donna waved.

"Valarie." Valarie raised a hand with a out of breath smile.

"Partners in crime." Foster took her glasses off, folding them. "And off-wordlers, judging by your sonic technology." The Doctor still clutched her sonic device in his hands. It was much less obvious then his; a simple black ball point pen, with a small blue gem in the top of it that looked like a smaller gem then his.

"Oh, yes. I've still got your sonic pen. I like it." He turned it over in his hands.

"It's sleek." Donna commented to which he nodded in agreement.

"And, if you were to sign your real name with it what would that be?" He asked her. Foster paused before answering his question. Her expression remained still and never changed.

"Matron Cofelia of the Five Straighten Classabindi Nursery Fleet. Intergalactic class." The Doctor pushed his hands behind his back and rocked on his feet slightly.

"A wet nurse, and you're using humans as the surrogates."

"I was employed by the Adiposian First Family to foster a new generation after their breeding planet was lost." Valarie never quite got used to the whole alien speak. Everything some of the people she meet said sounded like it was from a bad sci-fi movie; sometimes even the Doctor sounded that way to her, if truth be told.

"Lost?"

"I don't concern myself in politics. I'm just here to take care of the children on behalf of the parents."

"Like, a space super nanny?" Valarie asked her.

"But, that woman. Stacey Cambell." Donna started. "It wasn't just her fat that was converted to those adipose things. There was nothing left of her."

"Well, in a crisis adipose can convert bone, fat, and internal organs. Makes the poor little things a little sick." She cooed, more concerned for the small white creatures then the living humans.

"Seeding a level five planet is against galactic law." The Doctor warned. Level five planet was a term Valarie had often seen associated with Earth. To her assumption it must have meant they were intelligent enough for it to be illegal for other races to abuse them. "If you don't call this off now I'll have to stop you one way or another." He warned her.

"Oh, I hardly think you can stop bullets." Her two guards took aim again. The Doctor held both of his hands up, clutching both sonic devices in each. He clambered with 'no's' and 'hold on'. She cocked an eyebrow at him. Donna stood stiff next to him, eyes wide.

"Hold on, one more thing before dying." He shrugged. "Val, do you know what happens if I held these two identical sonic devices against each other?" He leaned back, looking down at her. His brown eyes were full of mischief and his eye brows raised. Valarie hesitated, before shaking her head in response.

"Me either. Lets find out." He pressed the two against each other. Their buzzing became extremely loud and unbearable within seconds. Glass decor shattered and Donna and Valarie fought not to crumple as they clamped hands over their ears.

A terrible sound was emitted. That was what happened when you held two sonic devices against each other.

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