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Consciousness slowly seeped back into Larry's brain like water trickling through rocks. Dimly, he realised that his head hurt and that he felt sick. For a few moments, he had no idea where he was or what had happened. A faint sense of panic kicked in. Maybe he'd been in an accident on his bike. Or maybe he'd been hit over the head and mugged – you could never be too careful these days. Or maybe he just had a really, really bad hangover, in which case Sally was probably going to kill him anyway.

He cautiously cracked open one eye, squinting against the light.

"I think he's coming round!" a female voice said nearby. "Larry! Larry, can you hear me?"

He had the blurred impression of someone with blonde hair leaning over him.

"Sally?" he croaked, assuming it was his girlfriend. "What happened?"

"No, it's not Sally. It's Allison Castiel," the voice told him. "You're on board the Doctor's TARDIS. We had a bit of a rough landing and you hit your head."

Doctor? TARDIS? Larry's hand went up to his forehead, finding a big sticking plaster just over his left eyebrow. He opened both eyes and looked around. As his vision cleared, he saw two people hovering over him. One was a girl with sympathetic grey eyes and short, ruffled blonde hair. She was holding a large white medical kit in her hands. The other was a man with spiky brown hair and sideburns. He was wearing glasses and had a concerned expression on his face. Suddenly it all came flooding back to Larry – Charlie's funeral, the unexpected turbulence, the mournful tolling of the cloister bell...

"Allie! Doctor!" he exclaimed, sitting up abruptly, and then wishing he hadn't, as a wave of nausea churned through his belly.

"Take it easy!" the Doctor said, putting a steadying hand on his shoulder. "That was quite a knock you took. I'm sorry about that – travelling in the TARDIS isn't usually this rough. But there was a city-ship warping right into our flight-path and I had to take evasive action."

"So...where are we?" Larry asked, his eyes flashing across to the motionless time rotor. Whatever the Doctor's 'evasive action' had entailed, the TARDIS was obviously now stationary. Which, the way Larry's stomach currently felt, could only be a good thing.

"On board the city-ship, I should think," the Doctor replied cheerfully. "Judging by the view, in the hold."

Sure enough, when Larry looked at the exterior scanner, it showed a dark, cavernous room, littered with a large number of packing cases, crates and obscure machinery.

Allie wrinkled her nose in distaste. "What a mess! It doesn't look very well organised."

"No, it doesn't, does it?" the Doctor said thoughtfully.

"What is a city-ship anyway?"

"We-ell...it's precisely what the word indicates – a ship that can be a city when it's on the ground. Or, if you like, a city that can be transformed into a ship when the occupants wish to move."

"Like in a war, you mean?" Larry queried, staring in fascination at the view-screen, despite his pounding head. He still found it difficult to believe that he was actually travelling in space. He'd spent so much of his life discussing sci-fi with his on-line buddies, arguing the merits of different TV shows and video games, role-playing epic space battles and dangerous space missions, but he'd never dreamed he'd ever actually experience the real thing for himself.

The Doctor sighed audibly. "No, not in a war. Trust that to be the first thing a human thinks of! The city-ships mostly belonged to the nomad civilisations of the Universe. They can defend themselves, of course, but their primary function is motion, not war. Actually, I'm very surprised that there are any left."

"Why's that?" Allie asked.

"Well, you saw it back there, it's a museum piece," the Doctor said, obviously forgetting for a moment that neither of his inexperienced companions would have the slightest chance of spotting the difference between one spacecraft and another. "There haven't been any nomad civilisations requiring city-ships since just after the great Proxima Wars, and that was eons ago, long before the Earth was even populated."

"You said the TARDIS travels in time as well as space," Allie reminded him. "You don't suppose we've somehow slipped back in time, do you?"

The Doctor jumped to his feet and crossed over to examine some of the dials on the control panels. Allie put her hand under Larry's elbow and carefully helped him to rise. His legs wobbled under him for a moment, and the inside of the circular room seemed to spin around him. But then everything seemed to settle down and he found that he could stand after all.

"According to the navigational instruments, we didn't re-enter the time vortex, so we can't have moved in time," the Doctor announced, with some relief. "Besides, even the TARDIS couldn't malfunction by millennia." He slapped the side of the console affectionately. "Could you, old girl?"

Larry hid small, imperceptible grimace. Quite frankly, he wouldn't be surprised in the slightest at anything the Doctor's unpredictable ship chose to do. But he knew better than to say anything. He had an idea the Time Lord wouldn't take too kindly to any of his passengers criticising the TARDIS.

"So, this city-ship...what kind of people are likely to be on board?" he asked instead, steering the conversation back towards safer ground.

"There's another thing that's curious," the Doctor mused. "There was no insignia on the exterior of the ship. Most of the nomad races were fiercely proud. They would never venture into space without an insignia to denote who they were. It makes me wonder..."

Frowning, he stared off into space, his voice trailing away into silence.

"Wonder what?" Allie prompted.

He blinked absently and then focused on her. "Oh, nothing. Just a thought. Still, at least the cloister bell has stopped! That has to be a good thing." Suddenly, he grinned at them both, his eyes alight with boyish enthusiasm. "And I don't suppose there's any harm in taking a look around, is there, now that we're already here?" He offered Allie his arm. "Coming, Miss Castiel?"

"Coming, Doctor," she said without hesitation, slipping her arm through his.

"What about you, Larry? Are you up for it? You can stay here and rest if you'd rather."

To be honest, Larry's head was killing him and he was feeling far from well. But the idea of staying in the enormous, echoing TARDIS all on his own didn't appeal to him either. Sometimes he felt like the time machine was watching him, and not in a good way.

"I'm coming," he said gruffly. "Lead on, then."

"We won't go far," the Doctor assured him as they set off down the ramp towards the exterior doors. "Just a quick look and then back to the TARDIS. I'll have you back home with Sally Sparrow in no time, I promise."

As far as alien spacecraft went, compared to the spectacular interior of the TARDIS, the hold of the city-ship wasn't particularly impressive. Perhaps once it had been used to store all the supplies required to maintain a huge city floating through space. But now it was more or less empty, with just a few bits and pieces of what looked like junk scattered around, like somebody's dusty old attic. It was cold and gloomy and the air smelt dank and unpleasant. A small amount of amber light filtered from large illuminated panels spaced at regular intervals around the walls, but the room was so huge, this was only enough to prevent the three of them from bumping into things. It didn't help to reveal their surroundings very clearly.

Larry nearly turned and went back inside the TARDIS. There were too many shadows here and he didn't like the feeling of the room. It wasn't just the cold, it was something more than that, as if hidden eyes were watching them. It made him think of a tomb, long forgotten. All at once, he thought he could hear whispering behind him. Whirling around, he stared into the gloom, but there was nothing to see but the serene blue shape of the Doctor's ship.

"Did you hear that?" he demanded hoarsely.

"Hear what?" The Doctor reached into his trouser pocket and pulled out a small torch with a powerful beam. He played the dancing circle of light around them. Instead of helping, Larry thought the frail illumination only made the shadows look deeper and darker.

"The voices. Talking. Whispering."

The Doctor shook his head. "I didn't hear anything. Allie?"

The blonde girl was hopping up and down on the spot like a little bird, her arms wrapped around herself as she tried to keep warm. "Nope. Nothing."

"Are you sure you're feeling all right, Larry?" the Doctor asked, watching him with some concern.

"Sure. Of course," Larry snapped irritably, even though his head was hurting more fiercely than ever. "I'm fine. Just fine."

The Doctor raised his eyebrows a little at the uncharacteristically surly response, but he chose not to comment. "All right. If you say so."

Larry wasn't quite sure why he had answered so curtly. It was just that suddenly he felt...angry. A quick, hot flash of temper that was totally alien to his usually placid nature. Strangely, however, it had felt...good. Satisfying. Necessary.

The Doctor moved over to the nearest piece of equipment, studying it closely, apparently fascinated by it. It was large and complex-looking, with a mesh of crystalline tubing and attached wiring. His two companions followed him, somewhat reluctantly. Larry couldn't even begin to guess what the intricate gizmo was for.

"What is it?" he asked.

"It's a pulsed electro-magnetic field device," the Doctor answered in an absorbed voice. "Very interesting."

"I'm sure we would think so too, if we had any idea what you were talking about!" Allie said in amusement.

"Hmmm? Oh, right. It's to do with bio-electronics. An interface between biological materials and micro- and nano-electronics."

Allie glanced questioningly at Larry to see if he was getting it, but he just shrugged blankly. The Doctor could be talking double Dutch for all he was following. Again, he felt the unreasoning flash of anger. Usually, discovering some honest-to-goodness alien tech on board an old spaceship like this would have excited him beyond belief. But for some reason, the Time Lord's brief explanation only made him feel as if he was being patronised.

"It's complicated," the Doctor continued. "My old companion, Nyssa, could explain it to you if she were here, but I'm not going to try. But the reason it's interesting is that it proves that the TARDIS hasn't taken us back in time. This technology is relatively new. They hadn't even got near to understanding the basics of bio-electronics when the city-ships were in use. If they had, the Proxima Wars might not have dragged on for so long."

"What exactly were the Proxima Wars?" Allie demanded.

"Oh, they were fought an incredibly long time ago," the Doctor replied. "They went on and on and on. I learned about them in history class when I was a boy, and very boring they were too. All those dates and battles...shoes and ships and sealing wax and cabbages and kings...ugh, used to send me to sleep. Anyway, basically, from what I remember, it was a conflict between three great civilisations who each believed they had the right to rule the Universe. The Kraals, reptilian creatures, very arrogant; the Keturions, a warrior race, very proud and honourable; and the Krotons, who had no flesh form, but were made from a crystalline substance. It was a very nasty sort of a war – set the Universe back on its path of development for a thousand years."

"So, who won?" inquired Larry, fascinated at the story despite himself. It was like listening to the plot of a Star Wars movie, not something that really happened.

The Doctor shrugged. "No-one. The races were too evenly matched. None of them could get an advantage. It just went on until all three races were decimated and could no longer fight. The city-ships were constructed to move refugees to new homes, and when new homes could not be found, to house them in space."

"Where they became nomads!" Allie said in sudden understanding.

"Exactly!" he beamed approvingly. "Right, now that the history lesson is over, we can..." He broke off, his voice rising sharply. "Larry, for heaven's sake, don't touch anything!"

Larry jumped guiltily. Without even thinking, he had been fiddling with some switches on a small black box nearby.

"First rule of travelling in the TARDIS!" the Doctor said curtly. "Never...and I mean never...touch anything! That is a triple diode regulator. If you'd pressed the wrong thing and overloaded it... BOOM! All right?"

In response, Larry folded his arms, his hands tucked away out of sight like a child caught doing something wrong, his expression stormy. Somewhere deep inside him, the smouldering anger he had been feeling ever since they left the TARDIS flamed into virulent life, burning brightly.

How DARE the Doctor tell him off like that? He trailed along behind his two companions as they continued to explore, listening to their animated chatter. Black resentment grew inside him like a sullen, poisonous plant. He hadn't asked to be here, after all. He'd had quite enough of the Doctor and his dangerous escapades last time. He and Sally had nearly been killed by those Weeping Angels – it was no thanks to the Doctor that they hadn't. And Kathy...what had the smug alien git done to save Kathy? Nothing, nothing at all, that's what. Too busy worrying about getting his cantankerous old ship back than about the people who got harmed in the process. And as for this time around...Larry didn't have to get involved with Allie Castiel and her problems, she was nothing to him. But he had still helped her out of the goodness of his heart, and at risk of his own life. And what was the thanks he got? To be traipsing around some dank old space freighter playing third wheel to the two of them, while the Doctor showed off his other-worldly super-knowledge.

His head throbbed unmercifully, and the strange anger grew and grew, bitter thought after bitter thought feeding the flames. Something in the back of his head warned him that something was wrong. This wasn't him. He was a laid-back, easy-going sort of bloke. He never felt this antagonistic. But something was forcing filthy, black fury into his mind, and he couldn't keep it out.

This is the Doctor's fault, he thought, staring at the Time Lord's back, violence stirring in his heart, hatred suddenly fizzing along his veins. All the Doctor's fault!