Disclaimer: It's all property of the Beeb.

Extra thanks to Bonnie for beta reading despite not feeling well, and thanks to queenofthecastle for her input and frequent prodding about this story :)

~*~*~*~

"Defiant stock cannot be upgraded. Man will be reborn as Cybermen but you will perish under maximum deletion." Its arm rose toward them, and in a moment all their voices had joined together in one ominous, echoing word. "Delete!"

~*~*~*~

There was a flash of blue light, and then a series of sparks went up in the air. Around them the Cybermen fell silent, drooping slowly to the ground. Acrid smoke reached them, bringing sour expressions to their faces even as they gaped at the motionless steel men.

"What'd you do?" Rose demanded, eyes widening comically at the cybers.

The Doctor grinned and tossed a hunk of melted plastic at her. "Sorted it!"

"This is my phone," she said, staring at the remnants of her mobile. "You melted it!"

"Saved your life — an' there's gratitude for you!" The Doctor gave her a short glare before twirling his sonic screwdriver sadly. He adjusted it and aimed for the grass, but the blue light only flickered for a moment before dying with a slow, whining hum.

"Didn't have to break my phone," Rose muttered. He rolled his eyes at her and grabbed her as a large van roared up.

"Everybody, in!" the driver, a Welsh woman, shouted at them. After only a brief moment of confusion — in which Jackie Tyler attempted to run back to her home and was rather derisively called a stupid ape — they were all settled in.

"Never seen a slower getaway in my life!" the driver added.

"How did you do that?" Ricky demanded, turned to glare at the Doctor from the front seat.

"Just a bit of jiggery pokery an' a brilliant mind," he replied smugly. "Don't bother tryin', you'll just strain somethin'."

"Yeah, clever, wonderful, etcetera," Rose interrupted. "But you broke the sonic."

"It's not broken!" the Doctor said. "Just needs a bit of repair an' chargin'."

"Lemme guess." Rose gave him a more than slightly amused look. "The parts we need are in one of the rooms the TARDIS has locked off?"

"Unless she's gotten to the third storage unit past the second swimmin' pool, yeah, probably."

"Fantastic," she sighed. "So you can't fix it. Or my phone," she added, narrowing her eyes.

"Nope!" He was entirely too cheerful in that proclamation.

"So we haven't got a weapon?" Ricky scowled.

"We've got weapons," his companion said, eyes narrowed. "Might not work on those metal things but they're good enough for men like him." His head tilted toward Pete Tyler.

"Leave him alone!" Rose said, voice rising angrily. "What's he done wrong?"

"Oh, you know, just laid a trap that's wiped out the government and left Lumic in charge."

"Oi!" Jackie folded her arms. "You can sod off with nonsense like that! If you think for half a second my Pete'd have anything to do with this, then you're mad, the lot of you!"

Rose's lips twitched as she repressed a smile and began to dig through her clutch for her trainers.

"You're lucky I can't reach you, and don't think I don't remember you either Ricky Smith! Rita-Anne'll be hearin' about this and if I don't get my hands on you for a slap you can bet that she will!"

Ricky leaned away from the partition, paling a little. "You wouldn't tell her," he said, voice a little frightened.

Rose grinned properly as she pulled out her shoes and tugged herself free of her strappy heels. There was nothing she could do to make her dress less constricting — why she never learned about dressing up she couldn't quite say — but at least she'd be able to walk without wobbling.

"Oh wouldn't I? Accusin' my Pete! As if he didn't change your diapers when your mum was sick!"

"Jacks." Pete blushed. "What're you talkin' about?"

"That," Jackie said, pointing directly at Ricky's nose. "Is Ricky Smith, you remember, he's Mike an' Angie Smith's boy. Used to watch Star Trek an' drink up your Vitex in our livin' room, while Angie was dyin'."

"Don't matter," Ricky said. "Okay, so you took care of me when I was a kid, an' maybe you didn't plan on this tonight but you're still a part of it. Still gives us the right to execute you."

The Doctor snorted. "Still an idiot, even in a parallel world. One more word like that, Mickey, an' Pete Tyler'll be the least of your problems."

"My name's Ricky," he corrected, over-enunciating. "An' I'll say what I want. It's what he deserves. We have evidence that says Pete Tyler's been workin' for Lumic since twenty-point-five."

Jackie slowly turned and looked at her husband. "'S that true, Pete?"

"Jacks…" Pete sounded strained, even to Rose's ears.

"Tell 'em, Mrs. M!" Ricky said.

"We've got a government mole who feeds us information; Lumic's private files, his South American operations…the lot. Secret broadcasts twice a week."

"Broadcast from Gemini?" Pete asked suddenly.

"An' how d'you know that?" Ricky demanded.

"I'm Gemini. That's me."

"Yeah, well, you would say that."

"Encrypted wavelength six-five-seven, using binary nine." Pete's voice was getting increasingly frustrated. "That's the only reason I was workin' for Lumic. To get information. I thought I was broadcasting to the Security Services, an' what do I get? Scooby Doo an' his gang - they've even got the van!"

"Oi!" Ricky frowned. "We…I mean, least we're tryin' yeah? Out here, fightin' the good fight! Not lettin' ourselves be brainwashed like all o' you."

"You watch who you're callin' brainwashed up there." Jackie pointed a finger threateningly. "I know my own mind an' don't you doubt it!"

"Not influenced a bit, Jackie Tyler?" The Doctor interrupted. "Not acceptin' expensive gifts without questionin' motives? Say, diamond earpods?"

"How'd you know they were gifts?" she demanded.

"Thought 's much." He leaned over and plucked the pods from both her and Pete's ears — ignoring the very vocal and almost physical response from Jackie. "Wouldn't trust these things, never know who's listenin'. Toss'em out the window," he instructed, passing them through the partition to the blonde man beside Ricky. "Can't have him trackin' us."

"Yeah…" Rose paused and looked to the man who was not her father. "I knew you weren't a traitor," she told him quietly.

"Oh, why's that, then?"

Rose felt eyes on her and glanced at the Doctor; his eyes were focused directly on hers but his expression was flat and cool as steel. "I — I dunno." She stumbled a little over the words. "I just did."

"'S this you not talkin' to 'em, then?" the Doctor asked suddenly.

"Doctor…"

"'Cause if it is, might do to tell you that you're doin' it wrong."

Rose narrowed her eyes. "Alright, your point's made."

"Really, 's pretty simple; all it takes is not openin' your mouth an' not puttin' your foot in…"

"Oh? Well, you'd be the one to ask about it. What's that they say about 'those who can't do, teach'?"

"Not to interrupt this lovely spat," 'Mrs. M' called back. "But would any of you happen to have an idea on a destination for this getaway?"

"Go into the city," the Doctor replied, his voice still dark and snappish. "Lumic's over his head. Gone mad with power, thinks he can control the world but he's just a businessman, an' he's assassinated a world leader. The authorities will sort him quick enough once they know."

"You're…going to tell the police?" Rose raised an eyebrow. "Really?"

"Some things are best left to the locals, Rose," the Doctor said coolly. "Without our interference."

Rose leaned back against her seat with her arms folded across her chest and levelled a fierce glare at the Doctor.

"Well…I can see this is going to be a fun drive," Pete muttered.

~*~*~*~

The earpods were useful as far more than tracking devices and download links; by the time they had reached the city centre the small machines were blinking merrily in the ears of every human being. Or at least in the ears of every human being who was currently making his or her way toward Lumic's headquarters.

"What's going on?" Rose stared at the steady progression of Londoners.

"Mind-control," the Doctor said, his lip curling in distaste. "He's usin' the earpods."

"Can't we just, I dunno, take them off?" Rose reached for a man walking past; the Doctor grabbed her arms and pulled her rather roughly away.

"Don't touch them!" His tone was harsh and she flinched away. "With these little human brains? They can't handle somethin' like that, you'd kill them the second you pulled the pods off."

"Sorry," Rose folded her arms and scowled.

"You lot, always natterin' on about free will an' the second someone comes along offerin' the chance to give it up an' live an easy life without thinkin', half the planet accepts it without a fight. Might be I should just leave you to it."

"Or maybe it's the other half we're supposed to help?" Rose pointed out, rather angrily. He shrugged, but ignored her tone in favour of joining Ricky and his friend — Jake — as they peered around the corner. "Where're they all goin'?" she asked, following.

"To be converted," the Doctor said, eyes narrowing at the people. "Upgraded, like they said. Lumic must've planned it all. He's smarter than I thought."

"Battersea," Pete interrupted. "That's where he was building his prototypes."

"Why's he doin' it?" Rose asked.

"He's dyin'." Pete said. "This all started out as a way of prolonging life; keeping the brain alive…at any cost."

"Doctor?" Rose waited until she had his attention. "Thing is, I've seen those things before, haven't I? Those handle shapes in Van Statten's museum?"

"We've got our own set," the Doctor replied. "Different history in a different universe; same idea. Prone to takin' over unwillin' planets — never quite managed on your Earth, you're welcome by the way."

"What the hell are you two on about?" Pete glanced between the pair.

"Never mind that," Ricky interrupted. "Come on, we need to get out of the city." He turned to look at the Cybermen fast approaching and quickly ordered the group to split up; their driver, Mrs. Moore, was instructed to watch the rest of the group while he and Jake caused a distraction elsewhere.

"He's gonna get himself killed," Rose said, watching the confident young man run off.

"He's not Mickey," the Doctor reminded her. "Even if he was, 's not like you've ever let that stop you from runnin' off after somethin' new an' shiny."

Her eyes widened. "Wow." She swallowed hard and her mouth set in a firm line. "Okay, yeah." She gave a single nod before she turned on the heel of her pretty pink converses and stalked after the rest of the group. Rose slid between her not-parents and took firm hold of both their hands, ignoring the strange looks she received from them in response.

The Doctor's hands were empty and tightly fisted in the leather confines of his jacket. He chose not to think too closely on that fact as he followed a very real example of what could have been.

~*~*~*~

It was not too long before the group had reunited and moved to approach Lumic's factories, settled firmly along the bank of the Thames.

"Entire population of London, headin' into that building," the Doctor said quietly as they peered across the river. "To be upgraded into monsters."

"So, we gotta get in there an' shut it down, yeah?" Rose looked at him, but did not move from her place between the Tylers.

"Oh? Is that the plan?" He was not sure why he kept provoking her, but he was at least being quite successful at it. He wouldn't want it getting around that he did things half-heartedly.

"Right," Rose said firmly. "Time to figure out how it's gonna be done; if the Doctor's too busy bein' a git then we'll sort it on our own." She raised an eyebrow at him; the unspoken 'are you done?' quite clear in her face.

"Takin' control, Rose Tyler?" The Doctor raised an eyebrow right back, his silent 'no' just as obvious.

"Well," the strong voice of Mrs. Moore interrupted yet another burgeoning argument. "I have a bit of information that might be of use before we begin?"

The group quickly surrounded her as she grabbed a weighty laptop from her bag and with a few clicks of the keyboard pulled up a 3D graphic of the building opposite.

"That's a schematic of the old factory," Mrs. Moore said. "Look, cooling tunnels, underneath the plant…big enough to walk through."

"Could get under there an' walk straight up into the control centre," the Doctor murmured. "Fantastic."

"We should split up," Rose said suddenly. "Can't all go in one way, can we? I mean, one Cyberman and we're all caught, yeah?"

"What would you suggest; the front door?" Jackie snorted derisively. "You're mad, the lot of you. You think you could sneak past those things?"

"You could," Mrs. Moore said as she began to rifle through her bag again. "With these." She opened her hand and revealed two pair of softly blinking earpods. "Fake earpods. Dead; no signal, but put them on and the Cybermen would mistake you for one of the crowd."

"I'll do it," Pete replied. Jackie gaped at him and began to shake her head. "Look, Jacks…" He stopped and sighed. "It's part my fault, okay? I've got to help. An' I know the way in through the front door. I can get to Lumic and stop him."

"I'll come with you." There was a pause as everyone looked at Rose. She folded her arms and set her face in resolve. "He can't go alone, an' they all think he deserves to die."

The Doctor wore a carefully neutral expression. "Alright," he said with a shrug. "That your decision then?" She nodded, only the slightest pause betraying her hesitation. "Right. We've got to deactivate the earpods an' stop the conversions; there'll be a transmitter — somewhere high up." He almost glanced toward the massive Millennium Wheel, and came even closer to smiling as Rose's eyes twitched in the same direction. He spun quickly, his eyes scanning the sky for something out of place.

"How 'bout his zeppelin?" the suggestion came from another Tyler woman. Jackie raised an eyebrow when he gaped at her. "Hardly comes down these days, does he? If he was gonna have his tech somewhere, it'd be on that ship where he can watch."

Rose fairly beamed at her. "That's brilliant," she said, turning her grin on the Doctor. "She's right, isn't she? Wouldn't the zeppelin be the place?"

"Good a plan as any," the Doctor replied, shrugging. "Gives us cover on all three levels, above, below an' straight in. Who wants to go above?"

"If we're working with computers, it's probably best that I go," Mrs. Moore replied. "Jake, Ricky, with me?"

"You got it, Mrs. M," Jake replied with a grin.

"Preachers to the end," Ricky added, just a bit fiercely.

"Right then, you three up there shuttin' off the earpods," the Doctor said, pointing to the dirigible. "Pete an' Rose, front doors, me below, we go through all three levels an' stop the upgrades."

Rose bit her lip and looked at him significantly. He raised an eyebrow. "You forgot something," she said after he failed to understand her glances. She looked past his shoulder and waited as he glanced back…and his face fell.

"She's not comin' with me!" the Doctor said, folding his arms and pursing his lips. "I've had enough Jackie Tyler to last me a couple of lifetimes."

"She can't just sit here," Rose said patiently. "She can't come with me an' Pete 'cause we've only got the two sets of earpods, an' there's already three goin' up on the zeppelin."

"Oi, do you mind not pretendin' I'm thick? I can hear you!" Jackie stood, arms akimbo, and glared at them. "And I am not goin' in there with any of you!"

"Jackie, you can't just stay out here," Pete argued.

"Who said I would?" Jackie shot back. "You're all mad, an' I'm not gonna sit around and watch you kill yourself. You want to go through this daft scheme, on your own head!" With that she turned and flounced down the hill, before realizing a bit belatedly that flouncing was a bad idea when hiding from cybernetic men. She began to creep cautiously along the grass, completely ignoring the rather frantic whispered calls from her husband.

"She's not comin' back," Rose said quietly, placing her hand gently on his arm. "She'll be okay. She can watch out for herself, she's smart." She ignored the impolite snort from the Doctor. "She's probably safer hidin' on her own than with us anyway, yeah?"

"Yeah," he agreed, taking a deep breath and forcing a taut smile for her. "In we go, eh?"

The Doctor watched them both for a long, silent moment before turning and making his way toward the cooling tunnels.

~*~*~*~