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      Original 'Sloth' Transcription from http://www.hwcn.org/~an933
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      This file was created without the consent or knowledge of the
                         Audio/Visuals team.
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                                  /\
                                 /  \UDIO
                             \  / ISUALS
                              \/

                   AUDIO ADVENTURES IN TIME AND SPACE

                  TRANSCRIPTION: "CLOUD OF FEAR" (AV5)
                           PART:  1 OF 2
                       DURATION:  40:52
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SCENE 1:        SOMEWHERE IN THE CATACOMBS...

MUSIC:          OMINOUS

SOUND:          THE EVER-PRESENT DRIPPING OF THE CATACOMBS.

SOUND 2:        PSIONIVORE ATMOSPHERE: A SERIES OF MOANS AND WAILS
                OVER A BUBBLING SOUND.

PRITCHARD:      I can't stand any more.  Why doesn't somebody help me?
                I *know* I can't stand any more!

                [THE PSIONIVORES SPEAK IN A TREMBLING WHISPER.]

PSIONIVORE 1:   Commander Pritchard?

PRITCHARD:      Oh no!

PSIONIVORE 2:   Pritchard, where are you?

PSIONIVORE 3:   Are you hiding from us, Commander?

PRITCHARD:      Maybe they won't find me.  If I keep still and don't
                make a sound.... *Please* don't let them find me.
                Please!  Please don't let them....

PSIONIVORE 1:   There you are.

PRITCHARD:      No!  Get away from me!

PSIONIVORE 1:   Come [along], Commander Pritchard.  Don't be afraid.

PSIONIVORE 2:   We only want [at] you for nourishment, Commander.

PSIONIVORE 3:   You wouldn't begrudge us *that*, would you?

PRITCHARD:      Get away from me!  No!  Get away!

PSIONIVORE 1:   Don't be [upset], Commander.

PSIONIVORE 2:   We're *hungry*, Commander!

PSIONIVORE 3:   We require further nourishment.

PSIONIVORE 1:   Don't let us down, Commander.

PSIONIVORE 2:   We're *hungry*, Commander!

PSIONIVORES:    [CHANTING] Hungry!  Hungry!  Hungry!

                [THE VOICES OF THE PSIONIVORES BLEND TOGETHER INTO A
                CONFUSING MUDDLE OF ECHOING WHISPERS.]

PRITCHARD:      [OVER THE RESULTING DIN] No!  No!  No!  No!  No!

                [DISSOLVE INTO...]

MUSIC:          THEME 1

SCENE 2:        THE TARDIS - CONSOLE ROOM

                [DISSOLVE INTO...]

SOUND:          TARDIS INTERIOR - IN FLIGHT

DOCTOR:         [CALLING, IMPATIENT] Greg?  Hurry up, will you?

GREG:           [OFF] Soon be with you, Doctor.

DOCTOR:         Y..yes, well *come on*.  We're almost ready to
                materialize. [SOTTO VOCE] Honestly.  It's his first
                visit to Arwenella Seven, prettiest planet in the
                constellation of Leo, and he can't even get himself out
                of the bathroom in time to see it.

GREG:           Crewman Holmes reporting to the bridge, Sir!

DOCTOR:         About time, too.  When I was young, it was thought very
                impolite to be absent from the console room when a
                TARDI.... Good grief!

GREG:           Do you like it?

DOCTOR:         What *have* you done to your hair?

GREG:           Just a little dye job.  I've always fancied a single
                burgundy streak in the front.  It was against
                regulations at school.  Pretty debonair, don't you
                think?

DOCTOR:         [CHUCKLES] Heaven knows what they'll make of you on
                Arwenella Seven.  Probably run away screaming at the
                first sight.

SOUND:          THE TONE OF THE TARDIS' HUM CHANGES SLIGHTLY.

DOCTOR:         Ah.  We've landed.  Now, watch the scanner, while I...
                Greg, put that mirror away.

GREG:           Just checking it was properly in place.

DOCTOR:         You're about to set eyes on one of the most beautiful
                landscapes in the galaxy!  Not that you're likely to
                appreciate it, if pink hair is your idea of style.

GREG:           It's *not* pink.  It's *burgundy*.

DOCTOR:         Just watch the scanner.

SOUND:          THE SCANNER SCREEN IS OPENED.

DOCTOR:         [SURPRISED] Oh!

GREG:           [YAWNING] We seem to be in deep space, Doctor.

SOUND:          A STRANGE NOISE CAN JUST BE HEARD.

DOCTOR:         Um, just a minute, while I check the instruments.  Mm...
                Mmmm... No.  Nothing to worry about.  We're in the right
                solar system.  Overshot by point-oh-four of a lightyear.
                That's all.  Soon have that rectified.  Hm... Yessss.

SOUND:          THE NOISE IS MUCH LOUDER NOW.

GREG:           Doctor?

DOCTOR:         Really, when you think about it, point-oh-four of a
                lightyear isn't all that badly off target.  No, I'm
                beginning to get the hang of navigating the old TARDIS
                at last, Greg.
   
GREG:           Yes.  Yes.  But...but Doctor....

DOCTOR:         You know, I reckon if I live for another three or four
                centuries, I'm going to get it spot on every time!

SOUND:          THE NOISE IS SO LOUD NOW THAT IT HAS EVEN REACHED THE
                THRESHOLD OF THE DOCTOR'S EGO.
 
DOCTOR:         What's that noise?

GREG:           *That's* what I've been trying to tell you.  Look at the
                scanner.  There's a huge cloud of flashing lights out
                there.  What is it?

DOCTOR:         It appears to be a coordinal suspension of energy
                particles.  Probably the remnants of a solar flare.
                It's rather charming, don't you think?  All that
                multi-coloured sparkle.  Like a lit-up Christmas tree
                the size of Jupiter.

GREG:           But is it dangerous?  It's heading straight for us.

DOCTOR:         No.  Not at all.  The TARDIS shields will cope with it.
                Besides, I've finished feeding in the new coordinates.
                Hold on to your pink hair, Greg!  Arwenella Seven, here
                we come.

SOUND:          TARDIS DEMATERIALIZATION SOUND.

SCENE 3:        THE CATACOMBS

SOUND:          THE TARDIS MATERIALIZES.

SOUND 2:        BG: CATACOMB ATMOSPHERE.

SOUND 3:        BG: PSIONIVORE ATMOSPHERE.

PSIONIVORE 3:   What kind of catch have we netted this time?

PSIONIVORE 1:   Two [? ? ?] nourishment.

PSIONIVORE 3:   Ahhh!  Excellent!  [Splendid] psyches!  What manner of
                livestock are they?
  
PSIONIVORE 2:   One is very simple, [? ? ? ? ? brute? strength?]. I can
                detect eight major weaknesses which we can use as points
                of access.  But, [to be certain, this ? is a] small
                mind.  Very little nourishment there.

PSIONIVORE 3:   What about the other plankton?

PSIONIVORE 1:   Infinitely more complex.  A [multi-layer type] entity,
                with vast energy reservoirs in its subconscious.
                Properly attacked, this one could keep us nourished for
                a *very* long time.

PSIONIVORE 3:   What are its points of access?  [PAUSE] Why don't you
                answer?!?
  
PSIONIVORE 1:   This is unprecedented!  I've checked conscious and
                unconscious minds.  Forgotten memories of childhood.
                Atavistic [references] paired [pared?] from genetic
                [facts].

PSIONIVORE 3:   And?!?

PSIONIVORE 1:   No points of access.  The creature hasn't a single
                perfect weakness in its psyche.

PSIONIVORE 2:   [?]. We will need to conceal ourselves. [? ? ? ?] to
                detect us.

PSIONIVORE 3:   What an honour this is!  A creature without weaknesses.
                We'll have to [? at tapping] this experience, won't we?
                We'll create [an access point], and when we've achieved
                that, we'll feed on him until we've picked his mind
                clean to the very bones!

MUSIC:          SPOOKY BRIDGE.

SCENE 4:        THE CATACOMBS - NEAR THE TARDIS.

SOUND:          BG: THE DRIPPING OF THE CAVERNS.

SOUND 2:        BG: A STREAM SOMEWHERE IN THE DISTANCE.

DOCTOR:         All right!  All right!  I'm sorry.

GREG:           Prettiest planet in the constellation of Leo?

DOCTOR:         Well, so it is.  We've just landed in a
                less-than-pleasing part.  That's all.

GREG:           Huh.  You're telling me.  A warren of brick tunnels
                running with dirty water.

DOCTOR:         Well it must be a system of catacombs under one of the
                cities.  Come on.  I can hear a stream  quite close.  If
                we follow that, it should lead us to the...

GREG:           Euugghhh.

DOCTOR:         What's the matter?

GREG:           Eughh.  Water from the ceiling dropped right on top of
                my head.  Wait a mo', will you Doctor?

DOCTOR:         Are you going to stop and look at yourself in that
                mirror *every* five minutes?

GREG:           I want to check the dye hasn't run.

DOCTOR:         Like a debutante at her first ball.

GREG:           No.  It's all right.  Look.  Can't we just get back into
                the TARDIS and go?  It stinks down here.

DOCTOR:         Yes.  I noticed the smell.

GREG:           What do you reckon it is? Drains?  Drains on Earth don't
                smell this bad.
  
DOCTOR:         No.  But I'll tell you what does.

GREG:           What?

DOCTOR:         Torture chambers.  Concentration camps.  The trenches at
                dawn before the big offensive.  This isn't a physical
                smell, Greg.  It's a psychic imprint on the air.  The
                smell of fear, you might call it.

MUSIC:          A LOUD STING.

BATES:          Ahhh ha ha ha ha ha!  They rise in their thousands from
                the grave!  What stone sepulchre, so heavy can hold them
                down?  The breeze blows dirges through the flutings of
                their mouldering bones.

DOCTOR:         What's that?!?

GREG:           It came from over there.  Excuse me.  Sir?  Uh, can you
                tell us where....

BATES:          They open their mouths to howl, and I see worms feasting
                on the flesh of their tongues!  The black raven flaps
                for me.  But I'm too fast.  [Hail!]  Catch me if you
                can, bird of oblivion!  Catch me!  

GREG:           Just a minute!

BATES:          Ah ha ha ha ha ha ha!

                [BATES' LAUGHTER ECHOES AS HE FLEES.]

                [GREG BEGINS TO CHASE AFTER BATES.]

DOCTOR:         No, Greg.    

GREG:           Come back!

DOCTOR:         Don't chase him!  He might... Oh!  Greg, you idiot.
                Don't *chase* him!

SCENE 5:        THE CATACOMBS - NEAR THE STREAM.

                [BOTH THE DOCTOR AND GREG ARE WINDED FROM THE CHASE.]

DOCTOR:         Where did he go, Greg?

GREG:           I don't know.  There's a dozen side tunnels up there.

DOCTOR:         Well, I doubt if he could be a very reliable guide.
                Let's just walk along the side of this stream.  It should
                lead us to an outlet fairly soon.
  
GREG:           Who do you think our verbose friend was?  An escaped
                loony in hiding?
 
DOCTOR:         Mmm....

GREG:           Euhh... Will you *look* at the water in that stream?
                I've never seen anything so *filthy* in my life.  Hm?
                Doesn't even show our reflections.

DOCTOR:         Yes.  That's curious, isn't it?  No matter how polluted,
                it ought to have *some* sort of sheen.  Perhaps it
                contains a chemical that reduces the surface tension. Or
                else I...

                [BATES VERY SUDDENLY, AND VERY LOUDLY REAPPEARS.]
 
BATES:          Ah ha ha haa!

                [HE POUNCES ON THE DOCTOR.]

DOCTOR:         [STRUGGLING] Help! Blast!  Let me go!  Ahh!  [HE
                CONTINUES TO STRUGGLE UNDER BATES' SPEECH.]
 
BATES:          I'll wrestle thee bold, for the Angel of Death!  Like Jacob
                did of old!

GREG:           I'll get him off you, Doctor!

BATES:          The devil's [friend] flies to his aid, but I've got
                teeth to bite you [back].

                [BATES BITES GREG.]

GREG:           Ahhhhh!!!

RHIANNON:       That's enough!  Stop it at once!

DOCTOR:         Uh, pleased to make your acquaintance, young lady.

BATES:          I've got the devil in my grasp, Miss Pritchard.  Shoot
                him now, quickly, before he turns gorgon, and petrifies
                us all!

RHIANNON:       Bates!  Get out of my line of fire!  You two, whoever
                you are, don't move an inch!  I've a full clip of
                bullets, and I don't care if I use them.

GREG:           Who's moving?

DOCTOR:         Please.  Don't shoot.  Whatever you do.

GREG:           I didn't know you were scared of guns.

DOCTOR:         It's the noise I'm worried about.  If she fires that
                thing off down here, it'll burst our eardrums.
 
RHIANNON:       Stop talking!  Tell me who you are, and what you're
                doing here!
 
DOCTOR:         Uh... at the risk of sounding dense, if I stop talking I
                won't be able to tell you.
 
SOUND:          RHIANNON FIRES HER GUN ONCE.  ITS ECHO RESOUNDS
                THROUGHOUT THE CATACOMBS.
 
BATES:          The crack of fools sounds with the voices of thunder!
                Now the graves give up their dead for judgement!
 
GREG:           I think she means it, Doctor.

DOCTOR:         Young lady, you see before you two harmless, deafened
                travellers.  I am called the Doctor, and this is Greg.
                I'd ask you your name, but I don't think I'd be able to
                hear the answer.

RHIANNON:       How did you come to this place?

DOCTOR:         Well, surely people are travelling to Arwenella Seven
                all the time.  What does it matter which route?

RHIANNON:       Seven?  You think you're on Seven?

DOCTOR:         Aren't we?

BATES:          Don't trust them, Miss Pritchard!  They're the voices of
                doves.  But their tongues are the tongues of serpents.
 
RHIANNON:       Or they could be prisoners like us.  There's no reason
                why we should be unique.

GREG:           Doctor, look!  I..in the river.

DOCTOR:         Oh dear.  Uh, Miss Pritchard, I know this is the oldest
                trick in the book, but would you please look behind you?
 
RHIANNON:       Why?  What?  [SHE SCREAMS AND BURST INTO TEARS,
                CONTINUING UNDER]

BATES:          First dead men w...w...walked.  And now they swim!  I'll
                leave before it dances a hornpipe!

DOCTOR:         Help me fish this poor devil onto the shore, Greg.

GREG:           Is he dead?

DOCTOR:         I'm afraid so.

                [THEY MAKE SOUNDS OF EXERTION AS THEY STRUGGLE TO REMOVE
                THE BODY FROM THE STREAM.]

SOUND:          THE BODY IS DUMPED ONTO THE SHORE.

DOCTOR:         Uniform of the Arwenella Civil Space Fleet.

GREG:           Here's his I.D.  He was in command of the space
                passenger liner Christabel.  And his name... and his
                name.... Oh the...the water's made the ink run.

RHIANNON:       Commander Hugh Pritchard.

GREG:           That's it!

DOCTOR:         A relative of yours?

RHIANNON:       My father.  I'm Rhiannon Pritchard.  [BARELY CONTROLLING
                HER GRIEF.]  It... was my first trip with him.

GREG:           Don't cry.  I'm no good when people start crying.

DOCTOR:         Do you really need to keep pointing that gun at us?

RHIANNON:       No.  You're right.  Oh, heaven knows, I should be used
                to the sight of death by now.  There were twenty-eight
                people aboard the Christabel when we set out from Seven.
                Then, somehow, the ship was trapped in this terrible
                place.  And now my father.... Now he's dead, there are
                only three of us left.

DOCTOR:         What killed them all?  Do you know?

RHIANNON:       Oh, something *evil* lives in these catacombs.  I've
                never seen it, but.... Look.  We'd better get back to
                the Christabel.  I'll explain everything when we're
                safely there.  But, first though, I wonder if you
                gentlemen wouldn't mind helping me lay my father to
                rest.

GREG:           Yee..yes.  Yes.  Yes, of course.

RHIANNON:       There's a half-collapsed tunnel just upstream a bit.  If
                you could carry him there, we might cover him up with
                rubble, and, possibly, say a few words.  That's the
                *only* kind of burial anyone gets in these catacombs.

DOCTOR:         Greg, you lift him under the arms.

GREG:           Right. [HE STRUGGLES TO DO SO.]

RHIANNON:       Thank you.  I'll lead the way.
 
GREG:           Doctor?

DOCTOR:         What is it?

GREG:           Doctor?  What do you think the commander died of?  He
                doesn't look like a drowned man to me.
 
DOCTOR:         Nooo.  Certainly not.  I'd say death was due to heart
                spasm, brought on by severe emotional trauma.  Hmm.
                Provoked by a massive phobic stimulus, to judge by his
                facial expression.
 
GREG:           I thought he looked as if he'd... died of fright.

DOCTOR:         Precisely.

SCENE 6:        OUTSIDE THE PASSENGER LINER CHRISTABEL.

SOUND:          COMMUNICATOR STATIC

GUDRUN:         [DISTORTED AND FILTERED] Passenger liner Christabel
                calling.  Passenger liner Christabel calling.  Calling
                anyone at all in the universe.  Come in, damn you.

SCENE 7:        THE CHRISTABEL - FLIGHT DECK.

SOUND:          BG: THE HUM OF THE SHIP.

GUDRUN:         Why won't you talk to me?!?  Anyone at all!  God!
                Satan!  Santa Claus!  I don't care.  So long as it's
                *someone*.

SOUND:          A DOOR OPENS BEHIND HER WITH A DRAGGING HISS.

RHIANNON:       I'm back, Gudrun.  

SOUND:          THE DOOR CLOSES.

RHIANNON:       Any response?

GUDRUN:         I don't think there's anyone out there at all.  The
                universe has been destroyed.

RHIANNON:       Gudrun, this is the Doctor and Greg.  They're captives
                like us.

GUDRUN:         Someone new to talk to.  Won't that be cozy.

DOCTOR:         I'm very pleased to meet you.

GUDRUN:         Don't theorize in advance of the evidence.  I'm Gudrun
                Barrinson, chief navigator. [SIGHS] That's a courtesy
                title, you understand.  A space liner growing out of the
                brick work of a catacomb doesn't exactly *need* much
                navigation.

RHIANNON:       Gudrun, listen.  We found my father out there.  He's
                dead.
 
GUDRUN:         The Commander?

DOCTOR:         Please accept my deepest condolences.

GREG:           Yes.  And mine too.

GUDRUN:         [SHE GIVES FORTH A MADNESS-TINGED LAUGH.] Then I'm in
                command now!  How wonderful!

RHIANNON:       Oh, Gudrun!

GUDRUN:         But it's funny, Rhiannon.  Can't you see?  That makes me
                the first woman in Arwenellan history ever to command a
                passenger liner.  Centuries of discrimination end with
                me.  Oh, and *look* at my command.
  
RHIANNON:       [BARELY IN CONTROL OF HERSELF.] Oh, please, Gudrun!

GUDRUN:         [LETS OUT ANOTHER LAUGH.]

RHIANNON:       Please! Don't!

SOUND:          THE DOOR OPENS.

GREG:           [WALKING OFF] Rhiannon.  Don't... don't cry.

GUDRUN:         Well, Doctor, you see what a *happy* band we are.

DOCTOR:         Would you like me to slap you, Miss Barrinson?  I
                believe that's the traditional cure for hysteria.
 
GUDRUN:         That *won't* be necessary, *thank you*.  And don't look
                at me like that.  You'll come to this yourself soon
                enough.

DOCTOR:         Er, I appreciate you're all under great strain.

GUDRUN:         Yes.  Unless you *die* first, of course.  That's what
                happens to the lucky ones.  The rest become like me, or
                like Bates.  Have you met Bates yet?
 
DOCTOR:         Yes.  I've met him.  Poor devil.

GUDRUN:         He was the ship's engineer.  One of the finest men I've
                ever known.  Certainly the bravest.  Hm. Not long after
                we arrived in the catacombs, he set off with a band of
                volunteers to follow the river to its end.  Six men.
                All armed to the teeth.  Bates came back alone a week
                later.  He was... as you saw today.  He'd come face to
                face with whatever it is that lurks in these tunnels.
                It pulled his mind apart like a Christmas cracker.

SCENE 8:        THE CHRISTABEL - CREW QUARTERS

MUSIC:          DREAMY

                [RHIANNON IS CRYING]

GREG:           I wish you'd believe me, Rhiannon.  Now the Doctor's
                here, you've got *nothing* to worry about.  You couldn't
                *be* in better hands.  [PAUSE] That's a very attractive
                dress you've got on.

RHIANNON:       [THROUGH HER TEARS.] That's kind of you to say so, Greg.

GREG:           No.  I mean it.

RHIANNON:       I'm sorry I'm making such an exhibition of myself. This
                is my best dress, actually.  I packed all my favourite
                clothes to come on the Christabel cruise. This was for
                wearing in the nightclubs at Hertigum.  We never got
                there.
 
GREG:           You will.  I promise.

RHIANNON:       [BRIGHTENING A LITTLE] I uh... I like the way you
                d...dye your hair.

GREG:           Do you, really?

RHIANNON:       Yes. I think it's... rather cute.

MUSIC:          [OUT.]

SCENE 9:        THE CHRISTABEL - FLIGHT DECK

SOUND:          BG: THE HUM OF THE SHIP.

GUDRUN:         This is my first tour of duty as chief navigation
                officer.  It should have been pure routine.  But then,
                eight days out from Arwenella, we ran into the cloud of
                flashing lights.

DOCTOR:         Flashing lights?

GUDRUN:         A huge mass of them.  Thousands of miles across.  There
                wasn't time to take evasive action.  The Christabel hit
                them head-on.  Instruments failed.  Screens went dead.
                Next thing we knew, we were stranded in these catacombs.
                Embedded in a wall like a fly caught in a spider's web.

DOCTOR:         I see.  It all makes sense.

GUDRUN:         How very obliging of it.

DOCTOR:         Evidently, the cloud represents an interface between the
                space-time continuum and some parallel system of
                existence.  Yes, of course!  Those flashing lights.
                Particles of cosmic dust, discharging their energy as
                they were converted into a state of non-being!   Miss
                Barrinson, the Christabel and my own craft must have
                passed through a gateway out of the real universe!

GUDRUN:         Out of the real universe?!?

DOCTOR:         That would mean that these catacombs don't really exist,
                as we understand existence.  And while we're trapped
                inside them, neither do we!

GUDRUN:         I don't think *that's* very reassuring.

DOCTOR:         Some problems are difficult, Miss Barrinson.  Some
                problems are impossible.  And some are very very easy.
                This one is very very easy.
  
GUDRUN:         Is it?

DOCTOR:         Yes.  All we have to do is get into my own craft and
                I'll have you all back home before you can say "Roger
                Caeser Marius Bernard de delViccio Torres Castillo
                Roberto".

GUDRUN:         Roger Caeser Marius Bernard del deViccio Torres Castillo
                Roberto?!?

                [NOTE: THAT'S NOT A TYPO.  ONE OR THE OTHER GETS THE
                STREAM OF NAMES WRONG.]

DOCTOR:         Well, perhaps not *quite* as soon as that.

SCENE 10:       THE CHRISTABEL - CREW QUARTERS

                [RHIANNON IS NO LONGER IN TEARS.]

SOUND:          BG: THE HUM OF THE SHIP.

RHIANNON:       I hate my hair with a G, because it's greasy.

GREG:           I *love* your hair with a G, because it's *golden*.

RHIANNON:       It's *gruesome*!

GREG:           It's gorgeous!

RHIANNON:       It's *ghastly*!

GREG:           It's gleaming!

RHIANNON:       It's grizzly.

GREG:           It's gentle.

RHIANNON:       It's...

GREG:           Well?

RHIANNON:       It's... It's green!

GREG:           [WITH A LAUGH IN HIS VOICE.] No it's not!

RHIANNON:       You should see it when it needs a wash.

SOUND:          A DOOR OPENS AS GUDRUN AND THE DOCTOR ENTER.

GUDRUN:         [CALLING.] Rhiannon!

RHIANNON:       Yes, Gudrun?

GUDRUN:         Go out and see if you can find Bates, will you?

RHIANNON:       And where do you think he'll be?

GUDRUN:         Try his favourite bolt hole two levels up.

RHIANNON:       Okay.

GREG:           Is it safe to go out in the catacombs on your own?

RHIANNON:       Why just as safe as sitting... here, really.

GUDRUN:         The ship's cook was killed one night asleep in his own
                bunk.  The creature seems able to attack wherever and
                whenever it wants.

DOCTOR:         Uh, I'll come with you, if I may, Rhiannon.  I'd like to
                take a better look at the tunnels.

GREG:           Yes.  I'll come too.

RHIANNON:       Thanks.  It'd be nice to have someone along.  

GUDRUN:         And I'll endeavour to stay alive on my own here.  You'd
                *all* better be issued with guns if you're going out.
                Rhiannon, come and give me a hand in the arms store.

RHIANNON:       Right.  Won't be long, Greg.

SOUND:          THE DOOR SHUTS AS GUDRUN AND RHIANNON EXIT.

GREG:           "Cute", she said. "I think your hair looks cute."  Hmmm.
                Not the word I'd've chosen, but... now where's the
                mirror?  Hmmm.  Yes.  I see what she means.

DOCTOR:         Mirror, mirror on the wall, who's the prettiest girl of
                all?

GREG:           You said something, Doctor?

DOCTOR:         You do know that the word "sissy" is derived from the
                name "Narcissus"?

GREG:           Hm.  The mirror isn't on the wall.  It's in my hand.

DOCTOR:         Well, put it in your pocket, for decency's sake.
                Actually, that's odd.

GREG:           What is?

DOCTOR:         There aren't any wall mirrors in here.  Two rather
                attractive women use this room every day.  You'd think
                they'd supply the means to preen themselves.
 
GREG:           [WITH A LAUGH.] That's pretty chauvinist, even for you.

DOCTOR:         I met Nicholas Chauvin once.  Pleasant enough fellow.
                Not a pink hair on his head.
 
GREG:           BURGUNDY!!!

SCENE 11:       IN THE CATACOMBS - TWO LEVELS ABOVE THE CHRISTABEL.

MUSIC:          PSIONIVORES THEME

SOUND:          BG: CATACOMBS ATMOSPHERE.

SOUND 2:        BG: PSIONIVORE ATMOSPHERE.

PSIONIVORE 3:   How is the work proceeding?

PSIONIVORE 2:   All preparations completed now.

PSIONIVORE 3:   We've spent much time on this, and consumed a great deal
                of our own energy.  I hope the new source of nourishment
                will be worth the investment.

PSIONIVORE 2:   Not much longer now.  Then we'll be ready to strike.

PSIONIVORE 3:   Where are the subjects?

PSIONIVORE 2:   They've left the space vehicle, and ascended two levels
                of tunnel.  They should reach this point very soon now.

                [AND SO THEY DO...]

SOUND:          [ALL BUT THE CATACOMBS ATMOSPHERE FADE OUT.]

RHIANNON:       [DISTANT.] Not much further to go.  Bates has a
                little shanty in the hold of an abandoned freighter.
 
GREG:           [DISTANT, ECHOING] I can't get over all these old space
                ships trapped in the brick work up here.  We've passed
                over a dozen.

DOCTOR:         [DISTANT, ECHOING] Some of them have been here for
                centuries.  I wonder what became of their occupants.

RHIANNON:       [ECHOING] I'm afraid that's not hard to guess.

GREG:           Let's not talk about that, eh?  This place is giving me
                the creeps as it is.

DOCTOR:         Watch that, Greg.  It doesn't do to give way to fear.

GREG:           Easier said than done.

RHIANNON:       I've always been told that fear's a healthy emotion.

DOCTOR:         Uh... it depends what kind of fear you mean.  Of
                course, if something has the power to do you harm, it
                only makes sense to show a healthy respect for it.  Only
                a fool isn't on his guard at the prospect of danger.
                But there's another kind of fear that destroys the mind.
                Affects the judgement.  Makes you act irrationally. It's
                a disease.  And the way to cure it is by logic. That's a
                lesson every Timelord learns.  We may suffer
                trepidation, disquiet, uncertainty, even, occasionally,
                misgiving, but sheer blind terror is something we never
                know.
    
GREG:           Lucky old you.

RHIANNON:       Perhaps you just haven't found your weakness.  I'll bet
                you have one though.  Everybody does.

DOCTOR:         Ha.  Not Timelords.

RHIANNON:       No irrational fears?  No phobias?  What about heights,
                or enclosed spaces?  Or wide open spaces, for that
                matter.  What about spiders?  Or snakes?  Or fire?  Or
                crowds?  Or the dark?  Or hospitals?  Or bees and wasps?

GREG:           [STARTS]

RHIANNON:       Greg?

GREG:           That's mine.  Bees.  Wasps.  Hornets.  I can't stand
                them.  When the summer comes, I don't go out into the
                garden for fear of them buzzing round the flowers.
 
DOCTOR:         I didn't know that, Greg.

GREG:           Three years old, I was.  Standing under a tree throwing
                stones up into the branches.  There was a wasp's nest,
                but I didn't know.  My stone dislodged it.  It fell at
                my feet, and burst open.  I was in hospital for nearly
                four months suffering from the shock and the stings.

RHIANNON:       You see, Doctor, everyone has some horror lurking in the
                cupboards of his mind.  Everyone, Doctor.

SOUND:          THE LOW MOANS SUDDENLY REAPPEAR.

DOCTOR:         Never mind that now.  Listen.  [?].

GREG:           What is it?

RHIANNON:       I've heard that before.  It's the noise the creature
                makes before it kills.  It must be very close, Greg.
                I'm frightened.

DOCTOR:         It's not a real sound.  It's some sort of thought wave
                interference, I think.  Try to resist it.

RHIANNON:       [SCREAMS.]

GREG:           [IN PAIN] Doc...Doctor!  It's like a spike through my
                brain!

DOCTOR:         Try to resist!   Concentrate!

BATES:          [Will you listen to it?]  Pretty music O, my children!
                The Symphony of Fear!

GREG:           Look!  There he is!  Bates!

BATES:          The Devil was a fiddler, and a fiddler, bold was he.  He
                draws his bow of horror across the soft, wet [back] of
                your brains!

DOCTOR:         Get him, quickly!

GREG:           Come on, Rhiannon!  The sooner we fetch him, the sooner
                we'll all get out of here.

BATES:          Ha ha ha ha ha haa!

DOCTOR:         Come back, Bates.  We only want to help you.

BATES:          [All of the ? ? rules], but he'll not get his claws in
                me.  He'll not line his nest with my hair and finger
                nails!

                [CHAOS BEGINS TO REIGN...]

RHIANNON:       [HYSTERICAL] Oh God, I can't stand any more!  I
                can't... [SHE CONTINUES TO SCREAM INCOHERENTLY.]

GREG:           Doctor?  Where are you?

DOCTOR:         Bates!  Bates!  For pity's sake!

GREG:           Ah!  Ah!  Ahh!

BATES:          Ha ha ha ha haa!

RHIANNON:       Oh!  Oh!

SCENE 12:       IN THE CATACOMBS - TWO LEVELS ABOVE THE CHRISTABEL.

DOCTOR:         I don't believe it.

GREG:           [DISTANT] I think I saw him go round that corner,
                Rhiannon.

DOCTOR:         It's impossible.

GREG:           There you are, Doctor.  I thought we'd... Oh no.
                What's *that* doing here?

DOCTOR:         Indeed, Greg.

RHIANNON:       What is it?

GREG:           It's the TARDIS.

RHIANNON:       What?

GREG:           But it can't be.  We left the TARDIS two levels below.

DOCTOR:         I know, Greg.  Now keep quiet a moment.  I'm just going
                to unlock the door.

SOUND:          THE RATTLING OF THE KEY IN THE LOCK.

DOCTOR:         Strange.  It won't open.

GREG:           Let me give you a hand.

DOCTOR:         Uh, I'm not sure that's wise.

GREG:           [GRUNTS WITH EXERTION] It's okay.

SOUND:          THE DOOR COMES OFF, SENDING GREG TUMBLING TO THE GROUND.

GREG:           The door!

DOCTOR:         I know.  It's come clean off its hinges.  Uh, would you
                like to pick yourself up, so that we can look inside?

RHIANNON:       Is there room for three of us?

GREG:           Just wait and see.  You'll be amazed at how big the
                TARDIS is, Rhiannon.

SCENE 13:       INSIDE THE TARDIS.

                [THEIR VOICES REVERBERATE HOLLOWLY IN THE CRAMPED
                CONFINES OF THE NEUTRALIZED TARDIS.]

RHIANNON:       It doesn't look very big to me.

DOCTOR:         No.  It doesn't, does it?

GREG:           What's happened to it?  There's the console and the
                scanner, but why is everything all squashed together?

DOCTOR:         Also, please note the profusion of cobwebs and *dust*
                everywhere.

RHIANNON:       [COUGHS TWICE] I... I think I'll wait outside, if you
                don't mind.

GREG:           [COUGHS SEVERAL TIMES, UNDER.]

DOCTOR:         But the most intriguing feature of this unique tourist
                attraction is that small red panel standing open on the
                console top.

GREG:           [COUGHS] Doctor?  [COUGHS] Are you all right?

DOCTOR:         Of all the laws of Gallifrey, one law is sacred above
                all others.  And it is this:  no Timelord, whatever the
                circumstances, may abandon a TARDIS without first
                rendering it useless to evil or ignorant hands.  And, to
                that end, each TARDIS is equipped with a neutralization
                switch.  You know what that does, Gregory?  It negates
                the energy at the TARDIS' core.  It makes the TARDIS not
                a TARDIS any more.  One moment, tremendous forces are
                maintaining an entity the size of a city within the
                apparent space of a few square feet, the next there's
                nothing but an oblong box full of rubbish.
                Neutralization, you see?
   
GREG:           I don't see.  How could all this have happened?

DOCTOR:         We must get out of here.  I'm having trouble
                *breathing*!

GREG:           [COUGHS ONE MORE TIME]

MUSIC:          SHORT BRIDGE.

SCENE 14:       THE CATACOMBS - OUTSIDE THE TARDIS.

DOCTOR:         How could it have happened, Greg?  I'll tell you.
                There's only one possible reason why a Timelord ever
                scuttles his TARDIS:  because he knows he's on the point
                of death.
 
GREG:           Huh?  What?

DOCTOR:         Sometime in the future, my future, that is, the past
                of these catacombs, I'm going to die here.  Do you
                understand now?  Someday I'm going to materialize here,
                and something's going to kill me.  I'm just going to
                have the strength to destroy my TARDIS, then I'll crawl
                off to wait for the end.  Hm.  And there's the evidence.

GREG:           Don't talk that way.  You don't sound like yourself.

DOCTOR:         That's because I'm not myself.  I'm something different
                now, Greg.  I'm a dead man.

GREG:           No.  Listen, you mustn't let this get on top of you.  It
                probably won't happen for centuries yet.  Anyway,
                everyone's got to die sometime, Doctor.  You know that.

DOCTOR:         Oh, yes, everybody dies.  Universal law.  But there's
                another law, Greg.  Nothing mortal ever truly believes
                in the possibility of its own death.  It's an
                unimaginable concept.  The mind can't grasp it.  If you
                want proof, look at the risks people take in their
                everyday lives: They climb mountains for the fun of it.
                They smoke nicotine.  They volunteer to join armies.  Go
                to war.  They drive at speed down fogbound motorways.
                Why? Because they don't like living?  No. Because each
                and every one of them secretly believes himself
                immortal. He believes that, for him, there's a unique,
                special dispensation from death.

                Well, look at your Earth, Greg.  The millions of people
                who waste year after precious year in *boring* office
                jobs, or *demeaning* service; enduring lives of quiet
                desperation. Don't you see?  If they *really* believed
                they only had a limited amount of time to play with,
                they'd go *insane* with the fear of failing to make the
                most of every last split-second granted to them.
 
                And if you humans, with your pathetic life-spans of less
                than a century, if *you* can't imagine your time coming
                to an end, how much worse is it for the Timelords, hm?
                We have millennia.  Of course we don't believe we'll ever
                die!  Not unless we're suddenly, out of the blue,
                confronted with incontrovertible proof of our own
                destruction!

GREG:           Calm down, Doctor!  You'll soon get over the shock.

DOCTOR:         I'm filled with panic, Greg.  For the first time in my
                life.  I don't know what to do.

RHIANNON:       [CALLING FROM QUITE A DISTANCE.] Hey!  Doctor!  Come
                quickly!

GREG:           It's Rhiannon.  Come on, Doctor.  This way.

DOCTOR:         What?  Oh.  Yes.  All right, then.

SCENE 15:       ELSEWHERE IN THE CATACOMBS - WITH RHIANNON.

RHIANNON:       It's all right now, Bates.  No one's going to hurt you.

BATES:          Ah!  There all around us, Miss Pritchard!  Ooh, you must
                believe me.  I can see them.  Oh, they pretend to be
                shadows, but they're not shadows, eh?  Ooh!  Well, look
                here are two of them now!

RHIANNON:       No.  It's only two friends.  They're here to *help* you.

GREG:           Found him, have you, Rhiannon?  That's good.  We'll soon
                have you all safe, now.

BATES:          Oooh!  Oooh!

DOCTOR:         Yes.  That's...uh...that's splendid.

RHIANNON:       What's wrong with the Doctor?

GREG:           He's had a bit of a shock.  He'll be all right.

BATES:          The foul fiend whispered in his ear, did he?  Ooh, just
                wait, Doctor.  You think that was bad.  But wait until
                he starts to roar!

DOCTOR:         Bates, could you stand up a minute, please?  I want to
                examine the box you're sitting on.

RHIANNON:       I've seen people go like that before.  It's fear that
                does it.  Some of the crew were catatonic before the
                end.

BATES:          Oh, the towers that fall the hardest are the ones that
                thought they'd stand forever!
 
GREG:           Let's all get back to the Christabel and pick up Miss
                Barrinson.  Then....

DOCTOR:         Bates! Stand up please.

BATES:          Oh, delighted, Doctor.  Have a really good look at the
                box!  And may the lookin' eat your soul!

SOUND:          BATES HOPS DOWN OFF OF THE BOX.

MUSIC:          SOMBRE.

DOCTOR:         Ah.  Just as I thought.

GREG:           What's the matter now, Doctor?  It's nothing but a big
                stone box.

RHIANNON:       It looks like a tomb to me.

DOCTOR:         That's right, Rhiannon.  It's a sarcophagus.  And you
                see that hieroglyph carved on the lid?
 
RHIANNON:       Yes.

DOCTOR:         Every Timelord is presented with a special symbol when
                he graduates from the Academy.  It's as if it were his
                coat of arms.  It uniquely identifies him.  And the seal
                on this stone box bears the symbol that was given to
                me.
 
GREG:           Oh no.

DOCTOR:         This is my tomb, Greg.  This is where I'm buried.

BATES:          Lo, the serpent screams and the night wind moans!  And
                we'll all dance on our naked bones!  But you won't catch
                me, you carrion crunchers!  Ah ha ha ha!

                [HIS LAUGHTER TRAILS OFF AS BATES BOLTS AGAIN.]

RHIANNON:       Oh blast!  He's off again!  Bates!  Come back! Come
                back, Bates!

                [RHIANNON HURRIES OFF AFTER BATES.]

GREG:           Just a minute, Rhiannon.  Oh no, Doctor.  We'll have to
                go after him.  Are you coming?

DOCTOR:         [POINTEDLY] No.  [SOFTENING] Um, just leave me here
                alone.  I...I've got things to think about.

GREG:           You're sure you'll be all right?

DOCTOR:         [IRRITATED] Just leave me!

GREG:           All right.  [CALLING] Rhiannon?  Where are you,
                Rhiannon?
  
                [GREG WANDERS OFF IN SEARCH OF RHIANNON.]

DOCTOR:         And I thought I was the one who didn't know the meaning
                of fear.

MUSIC:          BRIDGE.

SCENE 16:       IN THE WINGS...

SOUND:          BG: PSIONIVORE ATMOSPHERE.

PSIONIVORE 3:   So, our plans come to fruition.

PSIONIVORE 1:   There are great cracks in the [ground] now.  It will
                soon split apart completely!

PSIONIVORE 2:   I can taste his terror on the air.  One more tightening
                of the screw is all it needs.

PSIONIVORE 3:   And then we can feed!

PSIONIVORE 1:   And then we can feed!

PSIONIVORE 2:   And [?] our hunger is glutted and assuaged!

SCENE 17:       IN THE CATACOMBS - NEAR THE ISC TRANSPORTER.

GREG:           [CALLING] Rhiannon?  Rhiannon?  Funny.  I'm sure she
                came this way.  Rhiannon?  Bates?  Rhiannon?

SOUND:          PSIONIVORE ATMOSPHERE.

GREG:           [IN PAIN] Ah! Ah!  That noise!  It's eating my mind!

RHIANNON:       Quick, Greg!  In here!

SOUND:          AN ENORMOUS DOOR IS CLOSED.

SOUND 2:        THE PSIONIVORE ATMOSPHERE DRONES ON, IN SEARCH OF GREG'S
                MIND.

SCENE 18:       INSIDE THE INTERSTELLAR COMMODITY TRANSPORTER.

                [THE CARGO BAY IS SO VAST THAT IT REPEATS, IN ECHO,
                EVERYTHING WHICH GREG AND RHIANNON SAY.]

GREG:           Rhiannon!  Thank heavens for that.  Help me on would
                you?

RHIANNON:       It's very close, Greg.

GREG:           What is?

RHIANNON:       The creature of the catacombs.  I'm sure I caught a
                glimpse of it.  That's why I dodged in here.

GREG:           We'd better try and warn the Doctor.  He's in no state
                to cope with monsters at the moment.

RHIANNON:       We'd be of no use to him if we run into it ourselves.
                Let's just sit tight until it's far away.
 
GREG:           I suppose you're right.  This is some size of a
                spaceship, isn't it?

RHIANNON:       It's an interstellar commodity transporter.  They built
                them about three hundred years ago.  Used them for
                terra-forming planets.  You see all those doors leading
                off this room?  There must be forty or fifty storage
                holds behind them.  Every one as big as the Christabel.
  
GREG:           Excuse my ignorance.  What is terra-forming?

RHIANNON:       Converting inhospitable planets so that they can support
                human life.  Everything necessary would have been stored
                in the holds.  A few billion cubic miles of nitrogen and
                oxygen to form an atmosphere.  Water to make seas. Soil
                to grow plants on.  And frozen asleep in cryogenic
                compartments would be every type of livestock: birds,
                fish, trees, flowers.  Even bees to pollinate the
                flowers.

GREG:           [SOUNDING A LITTLE GREEN AT THE MENTION OF THE WORD
                "BEES"] Ah.

RHIANNON:       Oh, I'm sorry.  I forgot.

GREG:           [STILL UNSETTLED] No harm done.  I just get goose
                pimples at the thought of them.

RHIANNON:       Cheer up.  At least bees are one thing you're never
                going to run into in these catacombs.

SCENE 19:       THE CATACOMBS - BY THE DOCTOR'S TOMB.

MUSIC:          INTROSPECTIVE.

DOCTOR:         What have I done?  How could I have been so stupid with
                my life?

                A Timelord is permitted thirteen incarnations. Each
                incarnation has a potential lifespan of eight hundred
                years or more.  Eight hundred!  How many times have I
                regenerated?  How many faces have I had?

                I've wasted centuries of possible life - millennia!  I've
                tossed away aeons as if time were no more precious than
                stale bread you'd throw to the ducks.  And time
                squandered stupidly can never be regained.  How could I
                have done it?

                When I get out of these catacombs - if I ever do - I'll
                change my ways.  No more adventuring for me.  No more
                dashing about time and space, taking mad risks, playing
                blind man's buff with Death.  I'll return to Gallifrey,
                and lead a life of quiet contemplation throughout all my
                remaining regenerations.  I've still got a few centuries
                left.  I'll treasure them.  Eke them out second by
                second as if each heartbeat was a diamond worth more
                than all the galaxy.

                I'll... I'll donate my TARDIS to the Presidential
                Museum.  They'll appreciate that.  Sightseers will point
                to it and ask "Whatever happened to the madman who used
                to wander the universe in that thing?".  And the curator
                will say "He learned his lesson and came home for good."
 
                Perhaps... perhaps I'll be the curator.

SCENE 20:       INSIDE THE INTERSTELLAR COMMODITY TRANSPORTER.

SOUND:          THERE IS A BRIEF ECHOING BUZZ.

GREG:           What was that noise?!?

RHIANNON:       Noise?

GREG:           Didn't you hear it?

RHIANNON:       I didn't hear anything.

SOUND:          ANOTHER, MORE DISTANT BUZZING.

GREG:           There!  That was it again!

RHIANNON:       Look, you're imagining things, Greg.

GREG:           [SIGHS] I suppose I must be.  Only... Rhiannon?

RHIANNON:       What?

GREG:           All those storage holds in this ship.  All those
                cryogenic compartments.  They'd be designed to keep
                functioning for a long time, wouldn't they?

RHIANNON:       I expect so.  Interstellar flight was a long drawn out
                affair once.
 
GREG:           So, just because this ship's three hundred years old
                doesn't mean that everything in it's been dead for three
                hundred years.
 
RHIANNON:       What are you getting at, Greg?

GREG:           Each hold would have an independent freezer unit.  That
                makes sense.  As the years passed, they'd give out one
                at a time.  One frozen species would wake up, come to
                life, and die.  Then the next.  And then the next.
                And...

RHIANNON:       So?

GREG:           So, what if the bees woke up last?  What if their
                freezer unit held out longer than all the others?  They
                might have been thawed out last week, yesterday, this
                morning.  Enough bees to stock a planet swarming just a
                metal bulkhead away from us.

RHIANNON:       Well, that's the craziest thing I've ever heard, Greg.

SOUND:          A SOUND THAT COULD JUST BE THAT OF A SWARM OF BEES
                FLYING BY SOMEWHERE IN THE DISTANCE.

GREG:           Is it?  I heard it again!

RHIANNON:       There's only one way to put a stop to this nonsense.
                So, you think there's a billion bees behind one of these
                doors, do you.  Well, let's just see.

GREG:           Rhiannon!  Don't!

SOUND:          SHE OPENS A BULKHEAD DOOR.

RHIANNON:       Nope.  No bees behind this door.

GREG:           Please!  Can't you see I'm terrified?

RHIANNON:       Anything here?

SOUND:          SHE OPENS ANOTHER BULKHEAD DOOR.

RHIANNON:       No.  Another beeless wilderness.

SOUND:          STILL ANOTHER BULKHEAD DOOR IS OPENED.

RHIANNON:       And another.

GREG:           Rhiannon.

SOUND:          ANOTHER BULKHEAD DOOR IS OPENED.

RHIANNON:       And another.  Hey!  Bumblee-bees, come out!  Come out,
                wherever you are!

GREG:           All right.  You've made your point.

RHIANNON:       And another.

SOUND:          ANOTHER BULKHEAD DOOR IS OPENED.

GREG:           [FUMING] Will you come back here before I lose my
                *temper*!

RHIANNON:       That's more like it.  Shaken off your jitters now, have
                you?

GREG:           Yes.  [HE CRACKS A GRIN.]  Thanks.  I'm sorry.

RHIANNON:       One more door for luck!

SOUND:          RHIANNON OPENS STILL ANOTHER BULKHEAD DOOR.

GREG:           Right.  Are you satisfied?  Now, maybe you'll...

SOUND:          A BILLION-BEE SWARM BEARS DOWN ON THEM.

RHIANNON:       [LETS OUT A YELP]

GREG:           [LETS OUT A YELP]

SCENE 21:       THE CATACOMBS - BY THE DOCTOR'S TOMB.

DOCTOR:         How many regenerations have I left?  Enough if I'm
                careful.
  
                Oh, this experience has been a blessing in disguise; a
                very timely warning.

SCENE 22:       IN THE WINGS...

PSIONIVORE 3:   How is the Doctor's collapse progressing?

PSIONIVORE 2:   Not as well as we expected.

PSIONIVORE 3:   Fool!  Why not?

PSIONIVORE 2:   He has great reserves of mental resilience.  He's
                rationalizing his fear.  Coming to *terms* with it.

PSIONIVORE 3:   So quickly!  One can only be impressed.  However,
                nourishment is nourishment.  We must reopen the Doctor's
                wounds before they heal.

PSIONIVORE 2:   Shall I introduce some new element to the situation?
                Some monster from his past, perhaps?
 
PSIONIVORE 3:   He doesn't *fear* any of them.  No.  What we have to do
                is *tighten* the screw on the weakness we've created.
                His newly-acquired fear of death.  I'll take over.
                [CALLING] Doc-torrrr!

SCENE 23:       THE CATACOMBS - BY THE DOCTOR'S TOMB.
  
DOCTOR:         Who's there?  Who's there, I say?

BATES:          "It's only me, from over the sea", said Barnacle Bates,
                the sailor.

DOCTOR:         Run along, will you?  I'm in no humour for your antics
                just now.

BATES:          Well, well, well.  Look at the brave, brave hero,
                sitting on the floor, trembling in front of a stone box,
                like a rabbit hypnotized by a stoat.  Where's your
                scientific curiosity, Doctor?  Why don't you open it and
                look inside?

DOCTOR:         Listen, my dear fellow...

BATES:          Shall I tell you what you'd see?   The fat, black rat
                gnawing at your heart, Doctor!  And a fat, grey cat
                nibbling your other heart!  And maggots dancing between
                your ribs.  And spiders spinning in the spaces where
                your eyes should be!

DOCTOR:         Stop it.  I don't want to hear!

BATES:          Ha ha ha ha ha haa!  Ha ha ha ha ha!

SCENE 24:       ELSEWHERE IN THE CATACOMBS...

SOUND:          THE SWARM OF BEES, FLYING AT A DISTANCE.

                [BOTH GREG AND RHIANNON ARE WINDED, BUT CONTINUE TO FLEE
                THE BEES.]
 
RHIANNON:       Hurry, Greg!  Can't you hear?  They're gaining on us!

GREG:           Millions of them!  Swarming millions of them!

RHIANNON:       Run straight, you fool!  What's the matter with you?

GREG:           My legs keep giving underneath.  It's the fear that's
                doing it.  I feel as if my strength's being sucked out
                of me.  As if I was being eaten alive.
  
SOUND:          THE SWARM IS CLEARLY GAINING THE UPPER HAND IN THE
                CHASE.

RHIANNON:       Don't tell me about that.  Come on!

SOUND:          THE SWARM IS SO CLOSE NOW THAT THE SOUND OF INDIVIDUAL
                BEES CAN BE HEARD.

SCENE 25:       THE CATACOMBS - BY THE DOCTOR'S TOMB.

DOCTOR:         [IN AGONY] Leave me alone, Bates!  What pleasure can you
                get from tormenting me?!?

SCENE 26:       IN THE WINGS...

SOUND:          BG: PSIONIVORE ATMOSPHERE.

PSIONIVORE 2:   He's breaking.  He won't be able to stand much more of
                this.  Just a little pressure, and he'll split like a
                rotten fruit!  And then....

MUSIC:          STING

PSIONIVORES    :NOURISHMENT!!!

SCENE 27:       IN THE CATACOMBS - BY THE DOCTOR'S TOMB.

BATES:          Why do you tremble, Doctor?  Can you feel Death close
                by?  Has he laid his chin on your shoulder?  Is his
                beard tickling your ear?

DOCTOR:         For pity's sake, Bates!

BATES:          Death's got his eye on you, Doctor.  He's had his eye on
                you for a long, long time.  Can you hear him, Doctor?
                He's there.  Just around the corner!  Coming closer and
                closer every second!  You think you can cheat him, don't
                you?  I've been eavesdropping on you.  You're not an
                ordinary mortal who dies once and for all.  You have the
                power to regenerate.  But Death's wise to your tricks.
                Look!  Here he comes now!  He's raising his fist to
                strike you down!

SOUND:          DEATH STRIKES A BLOW.

DOCTOR:         [GASPS, PAINED.]

BATES:          That's one life gone.  And now you're regenerating, are
                you?  You open your eyes again and Death's still
                standing over you.  He's been waiting for you, Doctor.

SOUND:          DEATH STRIKES ANOTHER BLOW.

DOCTOR:         [GASPS AGAIN]

BATES:          Another life gone.  Did you say you had centuries left,
                Doctor?  Minutes, that's all!

SOUND:          DEATH STRIKES ANOTHER BLOW.

DOCTOR:         [GRIMACES]

BATES:          And another one gone.

SOUND:          DEATH STRIKES ANOTHER BLOW.

BATES:          And another....

SOUND:          DEATH STRIKES ANOTHER BLOW.

BATES:          And another....

DOCTOR:         [TORTURED] Will you stop!  Ohhh!  Leave me alone!  Why
                can't you leave me alone?!?

SOUND:          THE PSIONIVORES MOVE IN FOR THE KILL.

SCENE 28:       ELSEWHERE IN THE CATACOMBS.

SOUND:          THE SWARM OF BEES CONTINUES TO CHASE AFTER THE EXHAUSTED
                GREG AND RHIANNON.

RHIANNON:       Uh! Oh, Greg, do I have to drag you?

GREG:           I'm doing my best.  I promise I am!

RHIANNON:       Just four more [corridors, and I'm in it].  I'll hurry
                [right] back, Greg.  [Oh, if I stay behind, I think
                we're] trapped.

GREG:           No!  Don't leave me!

RHIANNON:       Oh, call yourself a man, do you?  Look, we'll take this
                far tunnel.  It's a shortcut to the Christabel.

GREG:           Sorry Rhiannon.  Maybe you're right.  You should just
                leave me.

RHIANNON:       Oh no!

GREG:           The tunnel's blocked!  It's a dead end.

RHIANNON:       No!  It can't be!  There must have been a cave-in!

GREG:           Quick, we must get out of here before we're trapped.

SOUND:          THE SWARM OF BEES FINDS THEM.

RHIANNON:       Oh!  Too late!

SCENE 29:       THE CATACOMBS - BY THE DOCTOR'S TOMB.

DOCTOR:         No!  No! Oh, no!  I can't stand it!  Th...the fear!
                It's devouring my mind!
 
SOUND:          THE PSIONIVORE ATMOSPHERE BECOMES OVERPOWERING.

DOCTOR:         No!  No!  Nooo!

MUSIC:          THEME 1 [IN AND OUT]

                        - end part one -

synchronize