Disclaimer: BBC and SyFy (owned by NBC) are the two most evil corporations in the world. They make shows so wonderful that you can't help but writing fanfics about them. So this is a warning NBC and BBC, I will bring you down for making my thoughts all about this two wonderful shows that I don't own but wish I could.

Author's Note: On the Doctor Who timeline this takes place between 'Journey's End' and 'Planet of the Dead.' On the Warehouse 13 timeline this takes place a few weeks after HG Wells was debronzed in the beginning of season 2. Warning: If you haven't finished watching season 2, there are major spoilers into the mysteries of HG Wells. And all the info about Queen Mary I is from the interwebs so don't quote me on my facts because they might be warped.

Author's Note 2: I know. This is the second W13 and DW crossover I've written and I normally never double dip into the crossover of DW and something else, but I just found the character of HG Wells so intriguing. There's also the fact that the Doctor could fit in so many different ways in to the whole mythos of the Warehouses that I just had to fit him in another way than in my last crossover between DW and W13. Okay, enough of my babbling. On to the fanfic.

The place was dank, dirty, and dark. It smelt of dust, sweat, and mold and made her nose wrinkle up in disgust. The only light came through the dingy windows that hung on the walls of the small rented house out in the middle of nowhere. In fact it was so secluded that if it wasn't for the reports and campfire stories of an angry hermit told to her by the people of the local neighborhood, HG Wells' wouldn't have even found the place.

All of it had started when HG stumbled upon a decade-old unsolved robbery of a small box that had once belonged to Queen Mary I of England. It had been stolen from an auction house where a descendant of Queen Mary was finally planning to sell it. Unfortunately, it had never made it to the auction block, disappearing without a trace moments after it had arrived at the auction house.

It didn't make the headlines, though it should've. The descendant whom the box had belonged to seemed to have wanted have it covered up, and HG had a feeling it was not because he didn't want the press. There something about the tone of the short little article in the back of the ten year old newspaper about the robbery that told her that the previous owner didn't seem too keen on getting it back, despite the fact that it was probably worth a pretty penny.

But it wasn't the mysterious lack of news coverage that had spiked HG's interests. It was the fact that had once belonged to Queen Mary I, known to little children in sleepovers as "Bloody Mary." Queen Mary had hundreds of people killed because they wouldn't convert to Catholicism. And it was long believed by the agents at Warehouse 12 that some sort of artifact caused her have that many people not only killed by burned. HG had a feeling that the box was it.

To make a long story short, HG traced the box to the man whose house she was currently in. The man, Jamie Rood, had been connected in a handful of gruesome murders in area, but was never convicted mainly because of his innocent appearance and lack of material evidence. He had also worked as a guard in the auction house that the box had been stolen from.

HG's motives for tracking him down and currently being in Rood's house looking for the box were simple enough. She needed to follow her plan. She needed to get back into the Warehouse and to do that, she needed to prove herself worthy and able to track down and capture artifacts.

She had been searching in the house for Queen Mary's box for little over ten minutes. Rood himself was out in the woods that surrounded his house, doing whatever he did in the forest, not that it mattered to HG. She was just about to open an ancient and dusty display case, when she heard the creak of the front door opening. She silently cursed at her luck and started to look for a place to hide. There was only one door to the sorry excuse for a house and she couldn't exactly escape through the front door and the windows were shut with decades of rust and dirt, so she ended up hiding behind the moldy couch.

The second HG ducked down, Rood walked in, his booted feet stomping on the groaning floorboards. He was as dirty as his house, if not dirtier. What looked like charcoal or oil or both was smudged on his face and arms, and his clothes and hair were so matted with dust and earth that one couldn't even tell what color they originally had been. Rood sighed and plopped down on a chair facing the couch, causing a little cloud of grim to puff up. HG had to fight the urge to sneeze.

From her vantage point she could see him digging for something in his pocket, finally placing it on the nearby rotten coffee table with a loud clunk. The thing shone faintly in the dim window light; even so HG could tell that it was gold and engraved with intricate designs and had inlays of a mixture of precious stones. It was small, able to fit in the palm of even a 7 year old's tiny hands. HG's eyes widened. There was no doubt that that was Queen Mary's infamous box.

Rood was settling in his chair and just about to dose off to sleep, when the front door creaked open. Both Rood and HG sat up in alarm as footsteps could be heard coming closer and closer.

"You know greed is one of the seven deadly sins," said a man as he casually strolled into the room.

He was an odd looking man. His tall thin frame was dressed in a trench coat, a brown suit, and cream converse. His hair held a wayward appearance like it was balanced precariously on top of his head. HG wrinkled her brow in confusion and curiosity. Why was this odd man here? What was he going to do?

"'Course I'm not a religious man, so I shouldn't assume you are one," continued the man, hands in pockets and a quirky smile painted on his face.

"How'd you get into my house? Who are you?" demanded Rood standing up from his chair.

"I'm the Doctor and that," said the man, pointing to the box on the coffee table, "is mine."

Both HG and Rood's eyebrows shot up in surprise and bewilderment. What did that man mean the box was his? While visible anger was starting so appear on Rood's face, something pinged in the back of HG's memory, cutting through the confusion. She had heard the name 'the Doctor' before, but for the life of her she couldn't figure out when and where.

"No it's not yours. It belonged to Queen Mary I of England, and it has been passed down in the family since then," growled Rood straightening up to his full height obviously trying to seem threatening. Something that even monkeys do at the beginning of a fight, noted HG.

"Well…actually she gave it to me. Must've dropped out of my pocket somewhere, sometime. But it doesn't really matter, because it's still belongs to me. Not you. You aren't actually related to Queen Mary I, are you? I think you stole it from her recent descendant and you are now using it for your own personal gain," replied the Doctor.

Instead of returning Rood's threatening body stance, the man just stood there like he was home in the grimy abode, but that didn't mean that he didn't return the threat at all. There was an aggressive fire burning in his eyes contrasting with his light tone of voice and his idiosyncratic smile that for some reason seemed more intimidating that Rood's muscular build. The peculiarity of the Doctor's behavior set off another ping in HG's memory that again she couldn't seem pin down.

Without warning, in a sudden oddly amplified flash of angry, Rood took out a gun from his waist band and pointed it at the Doctor.

"Okay, since you've clearly escaped from the loony-bin, I'll give you the chance to get out without a bullet hole in your chest," snarled Rood hands, steady and strong, gripping the gun.

The Doctor immediately put his hands up, his eyebrows rising with them. "Oh…O-okay. Now just-just calm down now," pleaded the Doctor in a strangely composed tone of voice that set another ping off in HG's head.

Ignoring the ping of memory, HG focused at the situation at hand. There was no doubt that things were getting bad fast. Not that she cared whether or not Rood killed this Doctor; she was more worried about the state Rood was in. He was red in the face with anger and his muscles were flexing ominously. In that advance state of fury, there was no way HG could defeat him and take the box. And if she thought about it, if Rood killed the Doctor that wouldn't be very good on her end either because there would no distraction to get safely away and all of Rood's anger would be directed at her. And if she continued to hide, he might find her and his fury could be even greater than it was now. So making an executive decision, HG quietly and slowly stood up and began to inch towards Rood.

"Don't tell me to calm down, just get out!" exclaimed the angry man with the gun.

"See this is why I need that box back. It does this to you. It does this to everyone. That's why she gave it to me. She knew that I was the only one that was able to control it," stated the Doctor, moving his hands in a calming motion.

While the man was babbling his impossibilities, his eyes flicked towards HG, noticing her measured movement. There was slight nod from him as she picked up a nearby chipped and filthy vase, but then shortly afterwards he quickly turned back to Rood. All of this happened so fast that he was able to do it before he finished talking and for Rood to take notice. Not that he would've noticed if the Doctor hadn't been that quick, noted HG. Anger had a way of blinding people to important signs.

"Just stop talking and get out of here!" shouted Rood in response, his hands clutching the gun so tight his knuckles were paper white.

"Okay, okay. I'm going. I'm going," slowly and calm stated the Doctor, taking a step away from Rood and flicking his eyes once again at HG and back. "I just want to tell you one piece of advice before I go: When you're threatening someone with a gun, make sure there's no one else in the house. And…now!"

Taking the Doctor's signal, HG slammed the vase onto Rood's head as hard as she could. The pottery shattered and Rood's knees buckled, causing him to crash to the floor and send a large cloud of dust and grim up into the air.

The cloud settled into a light haze, in which HG could see the Doctor putting his hands down from their surrender position and picking the box up from the coffee table. "Thanks for helping me out of that pickle," he said while doing so, his quirky smile once again on his face.

"Oh no you don't," replied HG, pointing Rood's gun back on the Doctor. "I'll be the one taking that box."

While the cloud of dirt was still heavily in the air, she had quickly grabbed the gun from the unconscious Rood on the floor. There was no way that she was going to let this stranger take off with her box.

"Well the thing is…," began the Doctor, looking up at HG as the cloud fully settled. He opened his mouth to say something else, but then stopped, finally getting a full look at her. His eyes widened and his eyebrows seemed to shoot up to his hairline. "You're not supposed to be here," he whispered, his voice suddenly grave and threatening.

For some reason his tone of voice caused a slight tremor through HG's body and another ping of memory in the back of her brain. She couldn't figure out why though. The moment she tried to find out more it slipped away like a seal on ice. There was something about this man that setting off an alarm. Yet she ignored it. She had more important things to focus on.

"I could say the same thing about you," replied HG referring to the fact the Doctor was also trespassing in Rood's house. "Now could you kindly hand over that box?"

"No, no, no, no, no…You shouldn't be here…unless…Who debronzed you, HG Wells?" suddenly asked the Doctor.

Now it was HG's turn for her eyes to widen in surprise. She took an unconscious step back, her hands loosening their grip on the gun ever so slightly. How did he know who she was?

"Who are you?" blurted HG. She already knew the answer of course, but the simple, idiotic question just involuntarily bubbled up in her throat and she couldn't help but ask it.

"I'm the Doctor, but that's beside the point. What's important is who debronzed you? You're supposed to be in the Warehouse, not out in the real world," replied the Doctor taking a step forward, the fire back in his eyes.

"W-wait, the Doctor?" exclaimed HG. She had suddenly remembered where she had known the name from, and why the things he did were so familiar. "You're the one that used to consult for Warehouse 12. But you don't look anything like the Doctor, and plus he should be long dead by now."

It was no wonder she didn't make the connection until now. It was an absurd thought to think that that man was the Doctor she had known back in the 19th century. No, more than absurd. Impossible.

"Well I'm that Doctor. I consulted for Warehouse 12 lifetimes ago, but I have a good memory and I can tell you I remember you getting bronzed. Now the only way you're out in the world now is that someone foolishly debronzed you. Who was that?" said the Doctor, quickly changing the subject and tiptoeing around the details.

The sudden change in topic caught HG off guard. Her mind was still on the fact of who this man was, that she almost inadvertently answered his question. But she stopped herself just in time, and shook her head to clear her thoughts. The details weren't important right now. This man was the Doctor, she knew it. Forget the impossibilities. Right now she had a job to do. It was the only way she would be able to get back into the Warehouse and follow through with her plan.

"It doesn't matter. Now give me the box," HG responded.

"No, you see I think it does matter…you're dangerous. You don't belong here," replied the Doctor.

His threatening tone of voice sent another tremor through her body. His dark eyes were digging into her, and seemed to pierce her soul. She knew the force of that voice, of those eyes. She knew the force of that man. She knew what he could do. But HG still stood tall and continued to hold Rood's gun steady at the Doctor's chest. If he was like everyone else with a conscience, he could be persuaded. All she had to do was fed him the story that she was going to tell Myka Bering to gain sympathy. HG was confident in her acting skills. She was going to have the Doctor in her palm soon enough.

"How do you know that? People can change. Despite what you say about me, I'm actually trying to help here," stated HG, putting on her best 'good girl' face.

"What, by pointing a gun at me?" exclaimed the Doctor, his dark eyes still burrowing into HG's soul.

"I wouldn't have to if you'd just give me Queen Mary's box," she replied, her mask of sincerity faltering a bit.

"Why do you want it in the first place?" questioned the Doctor.

Just feed him the planned story, she told herself. Plead your case. He'll believe you soon enough.

"It's my only way back into the Warehouse. This is not my world. Everything I know is gone. The Warehouse is all that I have left. Now if you don't mind, please hand over the box," answered HG, putting as much false emotion into it as possible.

The problem was that some of the emotion was real. She pushed that part away as soon as it popped up, though. She had a plan. This was only the first part of it. She couldn't get emotionally attached. It would ruin everything.

"No," replied the Doctor simply, his tone of voice suddenly much lighter. "Like I said, its mine. She did give it to me. And not that I'm doubting the security of the Warehouse, I would just feel much better if I was the one that kept it away from the public," continued the Doctor, putting the box inside his pocket. "Now as for you…" He straightened up and the fire back into his eyes. "Gathering artifacts behind the backs of Warehouse agents is the wrong way to get back in if you ask me. Just makes them think that you're just collecting them to sell them. Or something worse. 'Course that could be what you're doing for all I know. As brilliant of a writer that you are, you're not to be trusted."

"People can change, Doctor," pleaded HG, her grip on the gun loosening.

As much as she didn't want her emotions to get involved, she couldn't help but feeling hurt that the Doctor didn't buy her story. There wasn't even hint of doubt that she wasn't trustworthy. It upset her more than she would've liked, and therefore she unconsciously found herself putting even more real emotional power behind her words.

"True. I'm living proof of that…But that doesn't mean that you've changed," replied the Doctor, turning to leave and seeming to ignore the fact that HG still had Rood's gun pointed at him.

"But I have. Swear to God I have. I ready to help again," HG exclaimed, lowering the gun as all thoughts of the box left her mind.

The Doctor had to believe her. But it wasn't just because of her plan anymore. There was something else. Was it possible that she really was changing? It seemed like the age old fact that the more you repeat a lie, the more and more you start to believe it. That couldn't be happening to her, could it?

Suddenly, the Doctor pivoted back to face HG, knocking her out of her thoughts.

"Now what year is it?" he randomly asked. "Sometime in the 21st century, right? Then it should be Warehouse 13 now…with the brilliant Artie Nelson. Well let me tell you something Helena G. Wells…" The Doctor took a step threatening step towards HG, the fire of his eyes burning her. "If Artie and his agents don't stop you with whatever you're planning to do. I will. I've stopped you once; I can do it again."

And with that, he left for good, leaving HG all along in the grimy room. Another tremor radiated throughout her as the gun slipped from her hand, memories of when she got bronzed rushing through her head. All this time she was trying to stop the flood in order to stay on track, but now that the Doctor was gone, the damn finally broke.

She was back in the 19th century, and her daughter had just died. She was a mess. She was an angry mess. She was an angry mess that was going to take down the world. But the man with the fiery eyes and calm but threatening stance stopped her before she could. He had taken her down without so much as a stare and few words and a flip of a switch. Then he made sure she was bronzed.

And now that she was debronzed and out in the world again almost two centuries later, she was still an angry mess; even with decades to think, she still wasn't whole. And to make matters worse the world was still in the same bad, if not worse state that she had left it when she was bronzed. That was why she had to complete her plan. That was why she had to get back into the Warehouse. But a little voice inside her was standing up against that now. A little part of her was changing. And that frightened her more than anything else.