A/N: Professor What? Book One will follow seasons 1-9 of NuWho. While most chapters will be taken from the show, there will be the occasional interlude or original adventure. I have tried my best to make Elm a believable character and I will abstain from having her take lines/actions from other characters as much as possible. Credit and thanks to DoctorWho/ for the transcripts. See endnotes for details. Not Brit-picked.

Edited: 1/7/2018 - I have gone over this chapter dozens of times and I think I've got everything. If you see something I missed, however, feel free to point it out.

Professor What? Book One: The Old New Days

Part One: A Series of Questions

Alternate title: How can plastic be alive?

Elm wanted to sleep for a century or two. The students from her morning class had been especially slow in their comprehension of the day's subject. Her afternoon class was marginally better, but that didn't decrease the number of papers she had to grade. She wasn't sure who suffered more when she assigned essays, the students or her.

With a sigh, she pulled her checkered scarf down from her mouth to answer her obnoxious cell, the default ringer having not been changed on the relatively new phone. She would have to do that soon.

"Hello?"

"Elm?" Her friend's voice was hushed as if she were sneaking the call. Knowing Rose, she probably was. "Something came up, and I'm staying 'till closing. Don't bother waiting."

The young woman paused her brisk walk and glanced at the back door to Henriks. Her feet were sore and now she had to loop back to her apartment for no reason. Great. "...okay. I'll just head home then. You owe me at least one basket of fries, though."

Rose laughed. "Chips, they're called chips. Do you want to go for lunch tomorrow? You cover the drinks, and I'll cover the chips?"

"I don't remember this being a bargain," Elm hummed. "But that works." Her phone beeped. "My phone's almost dead, I'll call you in the morning."

"Alright. See ya."

"Bye."

Elm stuffed her phone back into the pocket of her brown slacks before pulling up her scarf again. What she needed was a cider. A warm cider and a warm bed. The quicker she got home, the better.

Turning sharply on her heel, she nearly ran into someone.

"Oh, hello! Blimey, you've got a lot of hair." Elm froze when she felt a hand pat her short, voluminous curls. She took a tiny step back.

The man before her was tall and wide, though not in an overweight way in any sense of the word. He was muscular and military looking, with a cleanly shaved head and a leather jacket. Despite his intimidating figure, his eyes were warm. Warm and honest and oddly old for someone who couldn't be over 45.

"Hello?" she said, her voice wavering slightly.

"Hello," the man repeated, smiling widely to reveal pearly, straight teeth. "Say, how about me? I think I'm bald."

Peering up at the man with more than a little confusion, Elm shook her head. "No. It's just buzzed, all the way to the scalp. You could probably grow it out if you wanted."

"Ah. That explains it. Anyway, I've got to get going, work to do and all that," he pointed to Henriks before holding up a small device. Elm leaned in to get a closer look at the strange looking box, but the man shoved it into his pocket before she could. "Before I go though, could I get your name?"

Figuring it couldn't hurt, given how ordinary it was, she responded honestly. "Elm Smith. And you?"

"The Doctor. It's been a pleasure, Elm Smith." They exchanged smiles, she a tiny quirk of the lips and him a large and toothy grin, before separating and continuing on their ways. Elm never got her cider, however, as she passed out in bed as soon as she got home.

OoOoOoO

The next morning Elm woke to a curtain of hair and a stuffy nose. Sniffling, she slipped on some cozy pants and dismayed over her empty coffee pot. Usually, it would be pre-set to be full in the morning, though she obviously forgot to do that the previous night. Her phone sat on the counter next to the pot, completely out of battery.

Grumbling to herself, she made do with a cup of water and settled on the couch. At least the morning news wouldn't fail her.

"-and a body was found in Henriks today as the police search the premises for the cause of the explosion. It has yet to be identified-"

Elm shot up from the couch like a rocket. Rushing through her morning routine, she pulled on some pants and a random sweater before running out the door with her coat only half on.

Given that it was the only form of exercise Elm could stand, she wasn't unused to running. The morning air burned her lungs as adrenaline washed all traces of sleep away. Her mind was filled with thoughts of Rose. One block too far later Elm reached the Powell Estate. She skipped the lift, taking the stairs two at a time until she finally (finally) got to the Tyler's apartment. She used her key.

"Rosie?!" she called, slamming the door behind her as she raced to the living room. Rose was sitting on the couch in one piece, looking rather startled as Elm collapsed on top of her. "You're okay. You're okay."

Jackie, who was getting up from a nearby arm-chair, sighed. "Poor dear. Must have seen the morning news."

"Your job blew up, Rose. Henriks is gone."

"Yeah, I know," Rose said, patting her friend's unruly bed-head. "I called, but you didn't pick up."

"My phone's dead," Elm muttered into Rose's stomach as she slowed her breathing and rapid heart. Rolling off her friend, she stared at the ceiling as the adrenaline left her. "I didn't even get a coffee."

Rose laughed. "Was that supposed to be subtle?"

"Not at all," Elm responded with a grin. "Have I ever mentioned how grateful I am that you're alive? Because I am very grateful."

"Yeah, yeah, enough with the compliments, I'll get you a cup," Rose said. A sudden rattle at the door made her groan as she stood. "Mum said she nailed that down!" She rolled her eyes. "We're going to get strays, I keep telling her."

"I'll investigate," Elm said. Standing on wobbly legs, she moved down the hall toward the front door. Screws lay on the ground right in front of it. "Those definitely weren't there before," she muttered to herself as she crouched down to pick them up. Just as she was about to grab the last screw, the flap moved. Elm fell backward with a start, barely holding in a yelp. Tucking the screws into her pocket, she crawled toward the flap and cautiously poked it through, revealing a man looking through the other side. She stared at him blankly. "You're not a cat."

"Neither are you," the man rebutted.

"Well, this door is for cats, not people."

The man quirked a brow. "That's discrimination."

"The door is for people," Elm said as she stood. She pulled it open with ease. "See?" It was then she recognized him. "Wait, you're the bloke from last night. Doctor… something?"

"Just the Doctor," he said with a warm smile. He was wearing the exact same outfit as the previous day. "And you are Elm Smith."

"Spot on!"

"Elm, what-" Rose froze as she rounded out of the kitchen, holding two mugs. Her eyes widened when she saw the man, the Doctor, standing on the other side of the door. "What are you doing here?"

The Doctor tilted his head. "What are you doing here?"

"I live here," Rose responded, her face twisting into a frown.

"Why would you do that?"

The young woman scoffed. "'Cause I do."

"You two wouldn't happen to be plastic, would you?" the Doctor asked, rapping his knuckles on Elm's head and then Rose's. "Nope. Boneheads. I'll just be going then-" Rose cut him off as she, in one fluid motion, shoved the mugs into Elm's hands and grabbed the Doctor's jacket. One moment later he was inside the apartment being dragged toward the living room. Elm watched their retreating forms with interest.

"I'm going to get some coffee for the Doctor, Elm. You mind setting mine by my chair?" Rose called from the kitchen.

Elm nodded before realizing Rose couldn't see her. "Oh. Yeah, sure. Thank you for the cup, by the way," Elm shut the door with her foot and drank the top from her cup as she left the hall.

The Doctor observed her as she set Rose's cup down. He was messing around with a deck of cards. "You live here too?"

"No."

"Why're you here then?"

"Rose's job blew up, and I was worried." Elm's eyes narrowed. "Weren't you there last night? Did you see what happened?"

Rose shouted from the kitchen, but something using the cat door and scuttling into the living room distracted Elm and the Doctor. They made eye contact, exchanging curious looks.

The Doctor peeked over the couch. "Do they own a cat?"

"Not for awhile," Elm whispered, getting close to peer over as well. The Doctor nearly ran into her as he jerked back, a plastic hand wrapped around his neck.

It was then that Rose decided to enter the room. She frowned when she saw the arm. "I told Mickey to chuck that out. Anyway, I don't know your name. Doctor what?"

As Rose spoke Elm lunged forward and grabbed the arm, jerking it back with all her strength. It didn't budge.

"You too Elm? Really?"

Finally, the arm released the Doctor, sending Elm flying back with it in hand. As she hit the ground, it grabbed her face and began to squeeze, pressing her nose down painfully. The situation was flipped on its head as suddenly the Doctor was trying to pull it off of her. Elm crashed backward into the coffee table, tripping over it and landing on her back. She heard a buzzing noise as the hand released her, and she was suddenly able to breathe again.

"Oh my god, are you okay?" Rose fretted, helping Elm off the ground as the Doctor examined the hand. "Doctor what's going-" she cut herself off with a gasp as Elm felt something drip down her nose. "You're bleeding!"

Elm pinched the bridge of her nose and tilted her head back, holding her other hand under her chin to catch any stray drops. "It's fine. 'Cuse me." She stumbled out of the room and into the bathroom to grab some toilet paper.

Her nose didn't actually bleed that long, but the sink was stained red by the time it stopped. The other day a kid nailed her in the face with a ball, and the hand thing must have re-opened the clot. Once she was sure it was done, she carefully rinsed off her face and hands.

The apartment was empty when she exited the bathroom and Elm was drained, so she rinsed her cup and left, locking the door behind her.

OoOoOoO

To her immense surprise, she spotted the Doctor on her way home.

"Do you have a habit of showing up and leaving abruptly?" she asked as soon as she caught up with him.

The Doctor started when he heard her voice, stopping in his tracks to turn and face her. "Your nose alright? Looks a little upward."

Elm made a face. "It's always a little upward."

"Fair enough, then. Why're you following me?"

"I wasn't following you," she said in retaliation, stuffing her hands into her coat pockets. "I was on my way home and I spotted you. Thought I'd come over and say hello."

He looked her up and down before turning around to leave. "Hello then. And goodbye."

"No, wait!" Elm called, catching up with him. He continued walking and she matched his stride. "I have a few questions."

"I don't know if I have the answers."

"You might just," she looked up at his face. "You call yourself the Doctor."

"Yeah?"

"As in medical or…"

He shrugged. "Of a lot of things."

"And it's just the Doctor?" Elm asked. "No name attached?"

"Just the Doctor."

"Huh," she ran a hand through her hair in an attempt to sort it out. Though a valiant effort, it didn't do much. "Okay, there's question one. Question two," she held up two fingers, "just what is that hand?"

"What it looks like," he tossed it around. "Plastic."

Elm grumbled and leaned closer, tapping it herself before giving him a frown. "Yes but no. That's not-it tried to strangle you and then it tried to crush my head."

"Yeah, and?"

"Yeah and that's fascinating," she burst before amending. "And terrifying. Very scary and sorta like a horror movie, but still, fascinating."

The Doctor gave her a perplexed look. "Fascinating? It tried to kill you. You should be running in the other direction."

"But it shouldn't be doing that! Is it like a robot or a prosthetic? If it were just plastic, it shouldn't be moving on its own but it obviously is so there's something else," she rambled. As she spoke she grabbed it from him and started tapping it. "Feels like regular plastic and it's not nearly heavy enough to have any robotics in it, so what is it?"

The Doctor grabbed the arm back. "What makes you think I know what it is?" he scoffed.

"You act like you know what it is."

He pursed his lips and considered her in his peripheral. Her steps were wide and her shoulders stayed back. Despite that adult confidence she displayed, there was a childlike curiosity and wonder in her face as her gaze constantly moved from him to the plastic to the scenery. The Doctor could almost hear her thinking. Letting out a sigh, he relented. "Living plastic."

"What?"

"Living plastic," he repeated stopping and bringing the hand to eye level. "Well, more accurately, controlled plastic. I'm trying to track the source."

Elm's eyes narrowed in thought. "With the hand."

"It would be easier with a head."

She connected the dots quickly. "So you're using the hand, to track the head, to track the source. And then what?"

He shrugged. "I haven't got there yet."

"Okay, haven't got a plan. That's fine," she said before pursing her lips. "No, that's not fine because how are you going to use the hand? It's not like it has a port or anything."

The Doctor got a look that spelled trouble as they approached a blue box. Elm was surprised she hadn't noticed it before, seeing how out of place it looked. Taking a key out of his pocket, he gave Elm a smile. "Would you like to see?

OoOoOoO

"-but what I really need is a head. A nice head, like I said before. Good for transmissions and, in this case, tracing back transmissions. Are you still following?"

Elm was standing in the doorway of the blue box that was most certainly not just a blue box. On the inside, it was a gigantic, organic ship looking thing that glowed in the center. Most definitely not a calling station or whatever it claimed on the front.

"Sure," she replied faintly, eyes wide. "Is it like a spaceship or a base? On the outside, it's all boxy and small but on the inside, it's round-y and large. I've read a few books with bigger-on-the-inside things, but usually they're just dimensional pockets or something like that. This is so beyond pockets. It's so… rad! Does it have a name?"

The Doctor leaned against the console with a smug grin. "TARDIS. She's called the TARDIS."

"She... so it is a ship!" Elm exclaimed. "Ships are always women. So are natural disasters, oddly enough. Is that an acronym or?"

"Time and Relative Dimension in Space. T-A-R-D-I-S."

"Whoa," she said as she completely spaced out, looking around and touching things. Movement snapped her out of her trance, however, and she straightened. "Sorry. Sorry. Uh, continue. Living plastic."

"It's fine. It's always a shock. As for the plastic, you heard about the explosion right?"

"Yep. Saw it on the news."

"That was me," he said before quickly adding. "There was a transmitter on the roof that had to be destroyed. No one got hurt besides, well, the dummies."

Elm bit her lip. "But there was a body-"

"He was already dead. Killed by the plastic," he cut in. "The transmitters were built by a being called the Nestene Consciousness. Its' breeding planet must have been destroyed. That transmitter was only one of many, but if I can find the main one the Consciousness has to be nearby, and then I can stop it."

"Is it trying to take over or something?"

"Basically, yeah."

Her eyes narrowed in thought as the pieces started to put themselves together. Rose must have met the Doctor when he was blowing up Henriks. There was still one thing that didn't make sense to her, though. "How do you know about all this? The Consciousness. How to use this ship."

"That's 'cause it's mine," he said, looking her straight on. "This ship, she's mine."

"But it's not human."

"No, it's not."

"Are you-" Elm gaped for a moment before slamming her mouth closed. "You're alien? An extraterrestrial? From some other planet?"

The Doctor nodded, his body tense. "Yes."

A smile cut across her face. "Oh hello! Does your species have its own name? You look human, so are you different internally or-or are you a shapeshifter or something like that?" She cut herself off, her face flushing. "Oh wow, that was rude. Sorry. Very very sorry." Her eyes got a little misty and she rubbed at them but her smile never dropped. "Sorry. Just-this is fantastic!" A laugh bubbled out of her, which just made the tears come out more. "God I'm a mess."

"You alright?" the Doctor took a step toward her, looking lost.

Elm grabbed his hand and shook it rapidly, wiping her eyes with her free arm. "I'm fine. It's just very nice to meet you."

OoOoOoO

"And what does that panel do?"

"It's partially psychic," the Doctor explained as he hooked up the hand to the console. "The hand only has a small psychic footprint, but it's just enough to find a similar signal." The Doctor stared at the monitor for only a moment before he grinned. "Got you!"

Elm walked around and peered at the screen the Doctor was looking at. She frowned at the circular script. "Is that your language?"

"Yep," he answered, running around the console to flip some switches. "Hold on!" He started pulling something that looked like a lawnmower start-up. "This might get a little bumpy."

The tube at the center of the console began moving up and down, lighting up brighter than it was before. The entire ship seemed to wheeze with effort before all noise ceased with a large thud. Elm released the railing from her vice-like grip. "Did we just fly?"

"Materialized," the Doctor called, walking toward the door before holding it open for her. "Shall we?"

Elm let out a laugh and ran out the door, looking around in awe at the different location. What used to be an vacant lot had changed into an isolated back alley. The Doctor joined her after a moment, closing the TARDIS door behind him. "That is so nifty! Are you ever late?"

"Nope, my timing is impeccable," the Doctor bragged, taking a little wand thing from his pocket and pointing it at a backdoor. It clicked open.

"What was that?"

"Come on then."

"You flash some cool piece of alien tech and then act like it's nothing!" Elm complained, following after him. The door led to an Italian kitchen and the young woman's stomach growled at the prospect of food. Had she eaten yet? Regardless, the cooks hardly noticed them as they carefully walked through to the dining room. "Are we having lunch? I thought we were looking for the head."

The Doctor scanned the restaurant before pointing. "Hey look, it's your friend Rose. Why don't you go sit with her while I order."

"I think this restaurant has tableside-" the alien-man was already gone, the doors to the kitchen swinging shut behind him. Despite her head telling her to follow after him, Elm made her way to the table as she was told. There was a large pizza waiting for her there, and she was too hungry to not snatch a slice. "Rose, Mickey, hiya."

Rose seemed startled to see her. "Elm! You disappeared earlier, where did you go?"

"I left for home," she answered honestly, folding the slice she grabbed and taking a large bite out of it. "Den I aw thle door frm-"

"Don't talk with your mouth full," Rose cut in. "It's disgusting."

Elm stuck out her tongue at her friend playfully but did as she bid, chewing slowly.

"Rose," Mickey said, pulling both of their attention to him. Elm noted that there was something weird about his smile. "You were telling me about the Doctor."

"I don't want to talk about him right now Micks," Rose said. Elm took another large bite of her pizza slice, intrigued.

"You can trust me babe, sweetheart, honey," Mickey's voice sounded like a broken record, skipping between words.

"Ma'am, your champagne," Elm looked up and was surprised to see the Doctor standing by their table, holding a bottle.

"Dotoh," she attempted, but the look she got from Rose shut her up.

"Quit that," she said before her eyes drew back to Mickey. Neither of them seemed to notice that the object of their conversation was standing just next to the table. "It's not ours. Mickey, is something wrong?"

"Sir, your champagne," the Doctor tried again, this time to Mickey. The young man sighed and looked up to turn him away, eyes widening when he saw who it was. Elm frowned when he stood.

"Ah. Gotcha."

"Doctor?" Elm questioned, swallowing and taking a step back from the table. Rose followed after her as the Doctor aggressively shook the bottle he was just trying to serve.

The Doctor grinned. "Don't mind me. Just toasting the happy couple. On the house!" Before anyone had any time to react, he released the cork, letting it fly and hit Mickey on the forehead. Both of the young women gasped when his skin absorbed it and he spat it right back out.

"Anyway," Mickey lifted up his hand and it transformed before their eyes into something board shaped. Slamming it down, he broke the table in half.

Rose screamed.

Pulling her friend behind her, Elm retreated behind the bar. From there, they both watched in horror as the Doctor pulled Mickey's head off with a loud pop. Like a headless chicken, his body kept destroying things. Someone pulled the fire alarm.

"Everybody out! Run!" Rose shouted, pulling Elm now as the Doctor rushed past them through the kitchens. Mickey's body pursued them, wrecking everything it got close to. Elm spotted the exit first and dragged Rose on ahead of the Doctor. They spun around just in time to see him seal the exit with his wand thing.

The body kept pounding at the door, trying to get through. Keeping hold of Elm's hand, Rose ran to the gate at the end of the alley. "Open the gate with that tube thing! Come on!"

"Sonic screwdriver," the Doctor corrected, leisurely walking up to and unlocking the TARDIS.

"Oh, so you'll tell her," Elm complained, pulling her hand from Rose's and going to the TARDIS as well. "Come on Rose!"

Rose began pounding on the gate. "What are you two doing?!"

"Let's just go in here," the Doctor said, using his key to open the door of the machine before entering, Elm just behind him.

"It's just a wooden box!"

Elm hovered just inside the door, waiting for her friend to enter. When she finally did, she pulled the door shut behind her. "Will the doors hold Doctor?"

"The assembled hordes of Genghis Khan couldn't get through that door," the Doctor responded smugly, attaching the head to the psychic center of the console. "And believe me, they've tried."

Rose suddenly raced back out of the TARDIS. Elm went to go after her, but the young woman raced right back in no time, closing the door behind her. "The inside is bigger than the outside."

"Yes," the Doctor said, turning away from the console and toward her. Elm took a step back to stand by one of the coral struts.

"It's alien."

"Yeah."

"Are you alien?"

"Yes. Is that alright?"

"Yeah."

The Doctor looked around. "It's called the TARDIS, this thing, T-A-R-D-I-S. That's Time and Relative Dimension in Space if you were wondering." Rose burst into tears and the Doctor took a step forward. "That's okay. Culture shock. Happens to the best of us."

Elm took a step toward her friend as well, giving her a large hug. "Sorry I didn't tell you earlier. Well, I tried but-"

Rose pulled back from the hug. "What about Mickey. Did they kill him? Did they kill Mickey?"

"Did they Doctor? It was a good copy of him, but was it a copy or did they turn him into plastic?" Elm questioned, approaching the console and giving the attached head a poke. "How and why did they get him in the first place though, that's the question. Have they done this to anyone else?"

"I don't think so. They probably did it to him because he was close to her and they knew she knew about me."

"But how did-"

"Shut it!" Rose exclaimed, glaring at the two. "He's my boyfriend. You pulled off his head and now you're just going to let him melt?"

"Melt?" Spinning around, the Doctor ran toward the console as Mickey's plastic head began to melt. "Oh, no! No, no, no, no!"

"Sorry, I went off, didn't I?" Elm bit her lip.

"A bit. You know Mickey, though. Aren't you concerned?"

"Of course I am! I just need to focus on other things right now, and I'm not convinced he's dead."

Rose looked skeptical but nodded. "What's he doing?"

Elm turned toward the console.

"Following the signal. It's fading." The Doctor ran to pull something. "Wait just a minute. I've got it! No, no, almost there! Here we go!"

The TARDIS wheezed before landing with a thud. The Doctor started toward the door as soon as it stabilized. Rose shouted an objection as he pulled it open. "It's dangerous!"

Glad for the slight distraction from the potential death of her friend, Elm walked out after the man, leaving Rose to follow eventually. They were just next to the Thames and night had fallen, the light from the city glittering on the surface of the water.

"I lost the signal. I got so close," the Doctor said, pacing.

"We've moved," Rose took a look around the TARDIS. "Does it fly?"

Elm patted the box with a large smile. "Materializes like a teleport but with an entire ship! Isn't it neat?"

"But what about the headless thing?" Rose injected, ignoring Elm as she began studying the box and muttering under her breath. "If we're here, it's still on the loose."

The Doctor shook his head. "It melted with the head. Are you going to witter on all night?"

Elm's head snapped up and she took a bashful step back. "Sorry."

"Not you."

"I'm going to have to tell his mother," Rose whispered. "I'm going to have to tell his mum that he's dead."

"There you are again with the worst-case scenarios. I've read plenty of things where people were cloned and the original host-" Elm began.

"That was all fiction! And look at him!" Rose shouted, pointing at the Doctor. "He went and forgot about Mickey. Again!"

"Look, if I did forget some kid called Mickey-"

"Yeah, and he's not a kid."

"-it's because I'm trying to save the life of every stupid ape blundering on top of this planet, alright?"

Rose froze and blinked. "Alright."

"Yes, it is!"

The Doctor crossed his arms and Rose mimicked him. Elm looked back and forth between her friend and the alien-man. "Um-"

"If you're an alien, how come you sound like you're from the North?" Rose suddenly questioned, cutting off Elm.

The Doctor shrugged. "Lots of planets have a North."

"And what's a police public call box?"

"It's a telephone box from the 1950s," the Doctor said with a grin, rubbing the side of it. "It's a disguise."

Elm knocked on the side of the ship. "I have to question how that's a disguise. Does it always look like that? Even on alien planets?"

"Its chameleon circuit broke a while back, it's been like this ever since."

"Well, it's charming at least."

"Thank you."

"What about this living plastic?" Rose asked. "What's it got against us?"

"Earlier you were talking about a breeding planet being lost. How is the earth good for that?" Elm added.

The Doctor tapped his food. "The earth has plenty of what it needs to reproduce. Smoke, oil, toxins, and dioxins. The only problem is, it's already occupied."

"There's no way for it to live here without destroying us?" Elm questioned. "I mean, we cohabit the Earth with lots of other creatures."

"Nice thought, but no. The Nestene would encourage pollution, which would just end in the Earth suffocating."

Rose furrowed her eyebrows. "Any way of stopping it?"

The Doctor held up a tube of blue liquid. "Anti-plastic."

"Anti-plastic," Rose repeated

"You carry anti-plastic around with you?" Elm asked incredulously.

"Of course not," he scoffed, "I grabbed it when I identified the Nestene. I've got to find it first, though. How can you hide something so big in such a small city?"

"Hold on, hide what?" Rose questioned.

"The transmitter. The Nestene Consciousness is controlling every piece of plastic, so it needs a boost."

Elm looked around before her eyes locked onto the London Eye. "Is it like a regular transmitter?"

"Yeah. Large, though. Huge. It must be invisible."

Rose and Elm exchanged a look. "Metal?"

"Yeah," the Doctor nodded, frowning when he saw their attention elsewhere. He turned around to see but just ended up more confused. "What?" He turned 'round again. "What?" And once more. "What is it?" And then the penny dropped. "Oh. Oh." A wide grin split his face. "Fantastic!"

OoOoOoO

Following the Doctor, Rose and Elm raced across Westminster Bridge to the other side of the Thames. The London Eye loomed over them, the implications of what it was being used for making it look a lot more threatening than it actually was.

"Think of it," the Doctor said as he ran, "plastic all over the world, every artificial thing waiting to come alive. The shop window dummies, phones, wires, cables."

"Breast implants."

"Toys."

"But we've found the transmitter. The Consciousness must be somewhere underneath," the Doctor said, halting at the end of the bridge. "Somewhere-"

Immediately Rose rushed to the edge and spotted a manhole. "Like down there?"

"Looks good to me."

They had to circle around the bridge to get down to the manhole, but there were no fences or gates blocking the area. Once reaching the manhole, the Doctor pulled the lid off and set it aside. An eerie red light shone from below. He wasted no time in descending.

"Rose."

She was already starting down the manhole when Elm said her name. Their eyes met. "Yeah?"

Elm bit her lip and crouched down next to the manhole. "This could be dangerous. We could die."

Rose's mouth quirked up into a shadow of a smile. "What happened to not thinking of the worst-case scenario?"

A laugh bubbled out of Elm, startling her out of her solum thoughts. "Oops."

"You coming?"

"Ladies first. I don't think I could fit around you."

"Oi!"

Elm snorted and watched Rose descend. She was scared. Really and truly scared. But there was no room for being cowardly here. After everything she had seen, everything she had learned, she couldn't not risk it.

Her booted foot hit a puddle once she got down the ladder. The room below was very industrial, probably used for something sewer related. There was something about the smell though that Elm couldn't place. The trio crept through a large doorway into a larger, multi-level chamber with lots of grating. At the very bottom, there was a large vat full of a dull, moving substance.

"The Nestene Consciousness," the Doctor said, pointing. "That's it. A living plastic creature."

Elm scrunched up her nose. "That's what that smell is. Burning plastic."

"Tip your anti-plastic in and let's go," Rose urged, taking a step away from the railing.

"Wait," Elm butted in before the Doctor could reply. "Nestene Consciousness. As in it is conscious, alive. You said it couldn't stay here, but maybe you could convince it to move? There's got to be more planets like this one."

The Doctor nodded. "There's a slim chance, and I've got to give it at least that."

Without further ado, the Doctor descended to the catwalk overlooking the vat. He held himself tall. "I seek an audience with the Nestene Consciousness under a peaceful contract according to convention 15 of the Shadow Proclamation."

'Shadow Proclamation,' Elm mouthed with a thoughtful look.

The being in the vat flexed and let out a low groaning sound that must have been positive, as the Doctor grinned. "Thank you. If I might have permission to approach?"

Rose, completely disregarding the formality that the Doctor was displaying, ran down past him and the vat to the other side of the chamber to a quivering, crouching figure. Once Rose reached the person, it became obvious who it was. "Oh god, Mickey!" Rose exclaimed, putting her hands on her boyfriend's cheeks. "You're okay!"

Elm made to follow her friend, but growling from the creature made her pause.

"Yeah, that was always a possibility. Keep him alive to keep up the copy," the Doctor said flippantly.

"You knew and you never said?" Rose shouted.

The Doctor rolled his eyes and continued to approach the vat. "Can we keep the domestics outside, thank you? Am I addressing the Consciousness?" The being in the vat moved. "Thank you. If I might observe, you infiltrated this civilization by means of warp technology. So, may I suggest with the greatest respect, that you shunt off?"

Elm nearly fell over in surprise and had to grip the railing harder just to remain standing. What happened to diplomacy?

The vat creature apparently felt the same, as it roared in displeasure, causing all the humans in the facility to flinch.

"Don't give me that," the Doctor snapped. "It's an invasion, plain and simple. Don't talk about constitutional rights." The creature made another noise in response as Elm began creeping around the Doctor. "I am talking! This planet is just starting. These stupid little people have only just learned how to walk, but they are capable of so much more. I'm asking on their behalf, please, just go."

Elm stumbled the last few feet to her friends, accepting a hug from Rose as the Doctor was restrained by two shop window dummies. In his struggle to get away from them, one of them managed to get it's hand into his pocket, revealing the vial of anti-plastic. The Consciousness roared.

"That was just insurance!" the Doctor insisted. "I wasn't going to use it. I'm here to help. I am not your enemy. I swear, I'm not." The Consciousness mumbled something else. "What do you mean?"

Behind the humans, a door slid away to reveal the TARDIS.

"No. Oh no. Honestly, no." the Doctor frowned at what it said next. "Yes, that's my ship." His expression shifted to horror as the being in the vat growled louder. The Doctor struggled against his captors. "That's not true. I should know, I was there! I fought in the war. It wasn't my fault. I couldn't save your world! I couldn't save any of them!"

The being roared once more and the grating beneath all of their feet shook. Mickey clung to Rose's leg tighter in response and shrieked. "What's it doing?!"

"It's the TARDIS!" the Doctor explained. "The Nestene has identified it as superior technology. It's terrified. It's starting the invasion," he looked directly at where the humans were standing. "Get out! Just leg it!"

Rose fumbled with her phone as Elm's mind went white with panic. She looked out frantically for a solution. Any solution. "The ladder's gone, Doctor! We can't!"

"Mum!" Rose exclaimed once she got her phone working. "Are you alright?!"

The Doctor looked up, eyes wide. "It's activating the signal!"

Electricity filled the air, making Elm's already frizzy hair stand on end. It was like being in a thunderstorm just before a lightning strike. Bolts of electricity started to shoot out of the vat, hitting at seemingly random patterns and barely missing the humans.

"It's the end of the world." Rose pulled Mickey back away from the vat to the TARDIS. She struggled with the door, trying the handle before jerking it wildly. Mickey tried as well but found it to be a wasted effort. They didn't have the key.

Meanwhile, Elm watched in horror as the mannequins began to push the Doctor toward the vat of molten plastic. Without a second thought, she raced down a level to him and grabbed the arm of one of the plastic men, wrestling it away from the Doctor.

"What are you doing?!" the Doctor shouted above all the noise, struggling harder now that he only had one captor. "You're going to get yourself killed."

Elm huffed as she dodged a blow from the dummy. "There aren't many other alternatives, Doctor!" Luck granted her one advantage; she caught hold of one of the dummy's arms. "Sorry about this!" Gritting her teeth, she pulled with all her strength and the mannequin's arm came out of its socket with a pop. She then proceeded to hit the dummy with its own arm, apologizing every time it connected. "Sorry. Really sorry."

A shout from above startled her out of her fight. "Duck!" Rose swung overhead on a chain, legs outstretched. On her first swing, she kicked the dummy that Elm was fighting, making it to fall down over the railing. On her second swing, she nailed the one holding the anti-plastic. The substance went flying down into the vat, causing the Consciousness to scream.

"Rose!" Elm shouted as her friend came swinging back to her. She tossed the arm to the side as together she and the Doctor stopped Rose's momentum. She hugged her friend. "Excellent shot!"

Rose laughed. "Couldn't let you have all the fun."

"Yeah, but we're in trouble now," the Doctor cut in as the underground facility shook, causing some of the machinery to explode. The Consciousness roared in pain beneath them as the alien man took both of their hands. "Run!"

OoOoOoO

The TARDIS landed near a series of garages, and Mickey wasted no time getting out of the ship. Initially when they were escaping he started panicking and tried to get out mid-flight, an effort Rose only just managed to stop. Said young woman was on the phone with her mum, confirming her safety. Elm, however, found herself shivering with energy. It was a surreal experience, almost dying. She felt like running away and jumping for joy at the same time.

"We saved the world!" she shouted with a whoop. Being close to him, she jumped the Doctor and gave him a huge hug and a kiss on the cheek. She wasn't bashful at all as she released the alien man to give Rose the same treatment.

"Nestene Consciousness?" the Doctor snapped his fingers. "Easy."

"You were useless in there," Rose pointed out as Elm released her. "You'd be dead if it weren't for me."

"Or me," Elm chipped in.

"Yes, I would. Thank you," the Doctor responded. For an awkward moment, they all stood still, waiting for someone to speak. The Doctor broke the silence with a cough. "Right then," he began, leaning against the TARDIS's doorway. Now that that's out-of-the-way, I'll be off."

"Wait," Elm cut in, taking a step toward the strange man and his box. "I still have questions."

The Doctor frowned. "What questions?"

"What's the Shadow Proclamation? Is it a sort of space law? If so, are there even more species out there? Should we expect more aliens? How does your sonic screwdriver work?" Elm paused and took a breath, a blush forming on her cheeks. "To name a few."

"I could show you," the Doctor said in response, expression calm. "I could show you different planets and species instead of telling you about them. They say learning is best done through experience and the universe is at my fingertips in the TARDIS. I can't guarantee the questions will ever stop, but you could come with me."

Elm froze. "Come with you?"

"If you want."

"Is it always this dangerous?" she questioned, glancing back at Rose before turning her attention to the Doctor.

He shrugged. "Sometimes more, sometimes less. It's a lottery."

"Don't. He's an alien, a thing," Mickey exclaimed, clinging to Rose's waist. "You've only just met him."

"But… space!" Elm retorted. She got a distant look she gazed up at the sky. "If I say no, I'll regret it for the rest of my life. It's not like I've got anyone to worry about anywho." She glanced Rose's way. "Rose-"

"You go," Rose cut in, her voice shaking. "You go, and I'll call the school for you. Tell them you're taking a vacation."

The Doctor turned his attention to her. "You could come along too, Rose Tyler. There's plenty space."

Frowning, Rose shook her head. "Unlike Elm, I've got this lump and my mum to take care of. I can't go running off."

Elm's eyes misted over as she gave Rose one last hug. "I'll miss you. So much."

"Be sure to visit; you hear me?" Rose demanded, sniffing her nose.

"Of course. I love you." And without another word Elm turned and entered the ship, not once looking back. The Doctor entered behind her, closing the door. He approached the console and flipped a few switches.

"We're in the Vortex. Figured you could do with a kip before we go anywhere."

"Yeah," Elm felt it then, how tired she was. Her eyelids pulled down and her legs wanted to give up. "Probably for the best."

"You and Rose," the Doctor began, looking curious. "You're pretty close."

Elm nodded. "She's my best friend. I don't know what I would do without her and Jackie."

The Doctor hummed with interest before turning back to the console. "The TARDIS should have made you a room with your name on it. Head down the hall until you find it."

The time ship jerked to the side. Elm stumbled and grabbed the railing to prevent herself from tumbling to the ground. "What's going on?!"

"I don't know!" the Doctor shouted back, running around to the screen before twisting a few knobs. "She's not listening to me. Something's gone wrong."

Elm staggered closer and grabbed the back of the console seat. The TARDIS rumbled again and she nearly fell over. "Where's she taking us?"

The Doctor's eyes gleamed. "I don't know! Could be anywhere in time and space! Are you ready for your first adventure, Elm Smith?"

"No!"

"Fantastic!"

E/N: Reviews and critiques are appreciated and encouraged! Oh, and don't you worry, Rose isn't being pushed out of the story. She just hasn't been told it travels in time… yet. Thanks for reading.

A note on Elm: She is from Washington, USA. She did not grow up in the UK. While she occasionally uses English slang, most of her speech mannerisms come from her home country.