A/N: This is an idea I've had for a while now, but I've just been too lazy to finish. I'm a long time fan and writer of AUs and rewrites and after beginning to read Web of Obsidian's An Awful Lot of Running to Do (a post-"The Doctor's Daughter" series rewrite with Jenny), it reinvigorated my will to work on this again. I'm not doing a series rewrite or anything like that, it's just a "what if?" rewrite of "Rose," where Nine meets Martha instead of Rose. It was inspired by my belief that Rose was just in the right place at the right time and if he'd met Martha instead of Rose, he would've "fallen" for Martha instead. (Note that I don't actually ship Doctor/Martha in any incarnation though.)

Martha

Chapter One

There was a steady buzz like handful of bees beneath a cotton blanket. It alternated between the buzz and silence several times before a silhouette sat up in the shadows. The dark outline of a slender arm groped around on the shadows and soon a bluish-white light flicked on, emanating from a small square screen. The light revealed the ghostly, mostly oval shaped face of young woman with a sharp, flat-bottomed chin. "Hel—lo?" she asked, yawning halfway through the words.

"Martha?" a worried voice answered. "We've been trying to call you all night! Are you okay?"

Martha yawned again. "Fine," she said sleepily. "What time is it anyway?"

"Three in the morning!"

Martha grunted. "I fell asleep studying again. Sorry, Tish. Tell Mum and Leo I'm sorry too."

"Martha, you can't keep on like this, you're going to make yourself sick!"

"More time in the hospital then," Martha smirked. "I gotta go, Tish."

"I can come pick you up."

"It's three in the morning," Martha reminded her. "I'll be fine, I just need to find the coffee pot, that's all. Bye!" She hung up before the voice on the other end of the line could put up a protest. Martha lifted her arms into the air, stretched, and then thrust her legs out and batted the soles of her boots against the floor. After her muscles were sufficiently stretched, she flipped open her cellular again and flashed it around the room until she spotted the light switch on the wall and followed a path with her cell backlight to make sure she didn't topple over anything.

A harsh fluorescent light cascaded the room like a sudden onset downpour. Martha yelped and covered her eyes with her arm, only occasionally peeking out until her eyes had adjusted themselves to the new amount of light in the med school break room. Martha blinked a few times and let her arm drop back to her side. She glided over to the coffee pot, which was lined with less than an inch of black brew. Bits of grinds had settled at the bottom.

Swiftly, she tossed it into the sink, squeezed in a splash of lemon Dawn, and got to work on scrubbing out the lines inside the glass. By the time she was through the pot had a crystal shine and she fixed it under the coffee pot, tossed the cold filter full of old grinds, gave it a rinse, and set the machine for a new brew. As she waited, she returned to the couch that she'd woken up on and found her med school notes crumpled and a few even torn from where she'd fallen asleep on them. Groaning, she gathered them up and tapped them on the arm of the couch in an attempt to align them in some semblance of order.

Martha collapsed against the cushions and set the pile in her lap. On top was a printout of a skeletal human hand. Little lines extended from specific parts of the bones. Martha randomly pointed to one and traced it down to the part of the bone it was attached to. "Carpal bones," she said. "Proximal row: scaphoid, lunate, triquetral, p-p–" Her voice drained off and she slapped the paper in frustration. When she still couldn't remember, she flipped it over and on the reverse was the same picture, with the answers filled in. "Pisiform." She smacked her forehead with her palm. "I am never going to pass my exams."

Ten minutes later she was heading out the door with a fresh Styrofoam cup in hand. Martha held the cup below her chin so when the steam wafted out it would warm the pours of her chocolate colored skin. It felt soothing on her way to the lift. When the doors opened she was surprised to find a fellow classmate, Julia Swales, inside. "You're still here?"

"You're one to talk," Julia replied with a knowing grin. She was just a couple inches taller than Martha, with long onyx hair that was currently pulled into a ponytail. Julia was a foreign exchange student from India and she'd formed a sistership with Martha beginning at orientation. "Cramming?"

Martha held up her stack of study notes as she stepped into the elevator. "Always."

Julia wrinkled her nose. "Me too," she sighed. "I was just on my way up to nine," she indicated the flashing floor numbers on the lift, "to leave this week's lottery money with Rita. And then I'm off to the break room for a nap."

Martha shook her head. "I'll never understand you lot and the lottery," she said. "Med school costs enough without wasting some more each week on the lottery."

"Well we can't all have your parents," Julia countered.

Martha pressed her lips together. She'd done her part with scholarships, but Julia was right: her parents had been instrumental in helping her make her way through med school financially and she was thankful for how blessed she'd been for their help; not everyone had it as good as she did. If she hadn't had their help, it would've made tuition even more valuable, which was why she couldn't see the point in gambling it away with the probability that they'd never see any return on it.

Still, it wasn't something that Martha wanted to argue about, so when the lift dinged again and Julia moved to step out, Martha grabbed her friend by the shoulder. "You know, I could take it to Rita if you want. I'm already on my way out anyway. What do you say?"

Julia clicked her tongue against the roof of her mouth. "Tempting, but what's with the sudden change of mind?"

"You just look exhausted. I should know, because that was how I looked around midnight when I hit the break room to study."

Julia exhaled. "Okay." She dug out the plastic bag with the lottery money from her purse and handed it to Martha. "Thanks, Martha."

"Sure. Where do I drop it off?"

"Nine-o'-nine."

Martha stepped out of the lift and waved adieu as the doors shut. She began to creep down the halls which were oddly quiet. The ninth floor was primarily used for dummy and mannequin training. As Martha passed down the halls she peered through the class windows: there were mannequins positioned in various ways on the beds or operating tables. A mother and infant mannequins were inside a faux maternity ward, while another mannequin was lying on a stretcher in a room set up for surgery training.

The door to Martha's destination was closed, but 0909 was visible on the plaque outside the door. Martha reached for the handle and opened it, but the room was empty save for a prop skeleton in the corner. "Rita?" No answer. "Rita?" she called again, a little louder. Still, nothing. Martha ventured inside, looked around, and then made her way over to the skeleton. She lifted its hand by the bony wrist and took a long look at the bones. "Pisiform. Scaphoid, lunate, triquetral, and pisiform," she said, touching each bone. "Now if I could only remember that all the time."

She turned away and headed for the door. A faint scrape against the edge of her wrist caused her to stop and turned around. The skeleton was rocking a little on its stand but it seemed too far away for her to have accidentally bumped it. However, given that there was no one else in the room – and she was dead tired on top of it – she dismissed it as a trick of her imagination. "Rita!" she hollered as she stepped back out of the room. "Rita, it's Martha! I've come with the lottery for Julia, she said you'd be up here!"

Martha paused in the hallway, but it was as silent as snow falling in the night. She was quickly beginning to regret her offer to take the lottery up in the first place. "Maybe she's in the loo?" she asked herself, quickly turning on her heel in the direction of the restrooms. But a noise from down the hall – the direction she'd just come from – gave her pause. She looked back over her shoulder. "Hello? Rita, is that you?"

Martha hurried down the way she'd just come, puzzled by the fact that she hadn't seen anyone the first go. After she passed 0909, there was a scraping sound, followed by a reverberating thud and a crash that sounded like a ton of pencils hitting a tile floor all at the same time. She whirled around, but still, nobody was in the hallway. "Who's there?!" she demanded. "If someone's playing some kind of joke, it isn't funny!"

Suddenly a door handle two doors down from Martha twisted. Martha started and immediately her hand moved to her chest before she realized the door was opening. "Rita," she said, then stopped when a face with long, hay textured brown hair emerged from behind the door. The face was yellow, Jaundiced, and shiny. Worse still was what the face was connected to, a long yellowed neck and then…an exposed chest cavity and abdomen from the collarbone down to crotch. All of the vital organs were visible in shades of tan, salmon, and burgundy within the hole. They were also just as shiny as the Jaundiced skin.

Martha knew the face well, it belonged to Ana. The only problem was, Ana wasn't human, Ana was a mannequin. Specifically, an anatomical mannequin, hence her name, without removable body parts. She was used as a study tool and she definitely was not mobile. "Ha ha, very funny!" Martha yelled. "But you can stop now! I don't know how you got Ana moving, but good on you. Great prank. Now can you show yourself, because it's after three in the morning and I need to go."

But Ana didn't stop moving. Instead, she continued to move towards Martha, slowly stretching out both of her arms.

Martha scampered backwards. She could feel her heart rate increasing and the adrenaline fueling her veins.

The door to 0909 opened as well and there was a sound like tap dancing shoes on a hard floor. Then the skeleton who had been hanging inside walked out. Its jaw opened and shut, perfectly mimicking the sound of real teeth, then its skull moved on its spine and its empty eye sockets seemed to set on Martha. It pointed a single skeletal index finger at her and began to step towards forward, making a clanking sound each time one of its bones hit the waxed floor.

Before she knew it, Martha had backed up against the far wall. There was no way to go except for into one of the rooms on either side of her and even at that, she'd be trapped because neither room went anywhere. Still, she figured it might buy her some time if she could at least lock herself in a room, so she made a grab at one of the handles. But before she could turn it, it turned in her hand. Martha yelped in surprise and let the handle go. The door swung open and she was expecting another mannequin, but was instead confronted with a man. A beat of hope pumped through her, until she remembered that neither of them had any place to go. "Who the hell are you?!"

The man looked from Martha to the slow advancing mannequins and then removed a small metal stick with a blue gem-like nod from the inner pocket of his black leather jacket. He pointed it at the mannequins and began to wave it up and down. The blue node began to glow and a buzzing sound, like the vibrator on Martha's cell phone, began to hum from it. Ana and the skeleton began to raise their arms, as if shielding themselves, and then the man grabbed Martha by the hand. "Run!"

Martha didn't need to be told twice. Her feet dashed as soon as she was given the word and she ducked between Ana and the skeleton along with her mysterious compatriot. As she did, the skeleton reached out and grabbed her by the shoulder. Martha whirled around and grabbed its skeletal wrist, giving it a good firm yank. There was a cracking sound and the wrist broke off in Martha's hand. She felt the man tug on her hand and continued running, picking up the pace because she refused to let him drag her along.

A minute later they'd reached the lift and the man waved his metal wand at the buttons. There was noise down the hall, presumably the mannequins, which was growing louder with each passing second. Finally the lift dinged and the doors opened. The man stepped inside with Martha on his heels and pointed his noisy tool at the doors again. They shut and the elevator began to drop down the shaft.

"Giving me a hand back there," Martha said, "nice trick." She slapped him on the back with the skeleton hand. "Pat on the back for you. Now, who put you up to it, hm?"

"Why would someone have put me up to anything?"

"Because med school mannequins don't just start up and walking around the halls trying to scare students. So who put you up to it? Was it Rita? Did you mean to prank Julia? Because I'm not Julia."

"Julia?"

"Indian woman," Martha replied. "Do I look Indian to you?" She held up her arm, flashing him the back of her hand.

"Nope."

Frustrated and getting nowhere, she decided to change tactics. "Who are you then?"

The doors to the lift opened and the man stepped out. He turned to the panel on the wall. "Hold on, mind your eyes," he said, pushing Martha away. He turned to the button again and waved the blue light on the tip of his wand against it. The wand buzzed and then an explosion popped, followed by a small mushroom cloud of smoke. The doors stayed open as he started to walk away.

"You're not getting away that quickly!" Martha scolded as she ran after him. "You are going to tell me what's going on here!"

"They're plastic, living plastic creatures, and they're being controlled by a relay device on the roof which would be a great big problem if I didn't have this." He produced a black box with a timer stuck to it with strips of thick red tape.

Martha narrowed her eyes. "Is that a – bomb?"

"Yes, very good!" He said sarcastically before grabbing Martha and pushing her in front of him, towards an exit door in what appeared to be a basement. "Now I'm going to go upstairs and blow them up. I might well die in the process, but no, don't worry about me, no. Go on, go home! Go have your lovely beans on toast." He shoved her out the door. "And don't tell anyone about this, because if you do, you'll get them killed."

Martha shoved the skeletal hand into the door jamb as he tried to close it. "Are you telling me you're some kind of terrorist?"

"If you like!"

"Well I don't!" she yelled. "And I don't believe you either! If you were some kind of terrorist, then why did you save me?"

"Good question. Let me know when you've thought of a good answer. Or better yet, don't. You're wasting my time!"

"Too bad! There are people still in there, real people just like you and I who need to get out! My friend, Julia, for one! I'm not just going to sit back and let those – those 'living plastics' get to them! Or let you blow them up!"

The man looked between Martha and the basement of the med school. He grit his teeth. "Fine!" he yelled. "Where's the nearest fire alarm?"

"I – I don't know!"

"A lot of help you are!"

Martha shoved the door open and pushed past him, running back into the basement. She looked around frantically until she spotted a cherry colored fire alarm switch on the wall and rushed over to yank it down. Alarms rang out through the basement, so ear piercingly that she had to throw her hands over her ears.

"You've done your good deed now," the man said, coming up behind her. "Now off you go!" He suddenly picked her up, threw her over his shoulder, and carried her back to the exit door where he set her down and promptly slammed the door before she could argue.

Martha stared at the door in one part shock and two parts contempt. She noticed the skeletal hand on the floor by the door, from where it had fallen after she'd used it to stop the man from closing the door in her face. She picked it up, though she wasn't really sure why. Suddenly the door opened again and she jumped back, barely avoiding getting struck in the face.

"I'm The Doctor, by the way. What's your name?"

"Martha." Martha narrowed her eyes. "And a doctor? I've never seen you around here before, Dr. Who?"

"Just The Doctor, that's more than you need to know. Now, Martha, run for your life!" He slammed the door again.

Martha reached for the door and tried it, but it was firmly shut. She could still hear the alarms blaring inside, as well as the sound of firetrucks in the distance. Although she still had no idea what was going on, she began to run. It had worked well enough for her the first time, so she decided that it was reasonable enough to assume that it would be worth it again. When she got around to the front of the medical school, she saw a large group of people in the parking lot and a few stragglers still running out from the building. She spotted Julia in the crowd and ran to her.

"Martha!" Julia breathed. "Thank goodness you're all right!"

"I was going to say the same about you."

"Is Rita with you?"

Martha shook her head. "I never found Rita, the ninth floor was…" She bit her lip, remembering what the man – The Doctor – had said about telling anyone anything. She wasn't sure why she should trust him, but some part of her did; perhaps because he'd saved her life. "…empty." Her stomach felt wibbly at the lie, but she hurried to expand on it. "When I heard the alarms I just got out as soon as I could."

As the firetrucks descended on the parking lot, there was a massive explosion from the roof. Fire and debris began to rain down from the school and all of the civilians took off running, including Martha. She only stopped when they'd gotten to the other end of the parking lot, far enough so that they no longer felt the heat of the explosion. She watched as fire licked against the night sky from the top of the building like a raging Chinese dragon, spurring firefighters into action to put out the blaze.

Julia covered her mouth. "I can't believe this," she whispered.

Martha wrapped her arms around her friend's shoulders. Police sirens screeched against the sound of the city and Martha waited, never noticing the words Police Public Call Box painted onto the top of a large blue box parked just across the street in the mouth of a dark alley.