School Reunion

A/N: Hola! New to the FF world and I've found myself recently obsessed with the idea of a Time Lady returning to Doctor Who. I thought I'd try my hand at writing a story. This will be the most comprehensive chapter in terms of what's happening with other characters. Later on I'm going to try to base the story more around the perspectives of the Doctor and the OC, not what others are doing at the same time.

Just a warning, I'm a fan of all the Doctor Who companions, but this is going to be a Doctor/OC fic, meaning Rose will not end up with the Doctor. I do like Rose, but she isn't my favorite companion. In this episode we saw a more catty side of Rose when she met Sarah Jane and it got me thinking that if she reacted that way to just a former companion how would she have reacted if she met someone who knew the Doctor far more than a companion ever could? Due to the introduction of my OC in this episode Rose's defensive nature towards Sarah Jane just increases as now she's dealing with two people who were closer to the Doctor than her. She and Sarah will work together but they will by no means be friends, though they will develop a slightly more begrudging respect for one another. This is a look at what would happen if Rose never got the closure or bond with Sarah. She will be a bit like she was with Sarah to the OC throughout this story, especially as the OC will be travelling in the TARDIS with them. She won't be out right cruel or OOC, I'll try to keep true to her, though her relationship to the OC will be tense at best.

~8~ is a scene break.

~/~\~ is a flashback/memory

Disclaimer: I do not own Doctor Who. If I did, a Time Lady (cough, Romana, cough) would have fallen through the Cracks in Time (series 5) and returned from E-Space.

Now, on to the story :)

~8~

The Doctor walked in to the physics lab to see a group of children sitting there, far too young to be taught such a subject, yet apparently the school found them ready. He placed his briefcase down on the desk and turned to face the class.

"Good morning, class," he grinned at them, "Are we sitting comfortably?"

The class just looked at him so he turned and scrawled the word 'physics' in capital letters on the whiteboard behind him, underlining it for extra emphasis, "So. Physics!" he replaced the cap of the pen and chucked it towards the desk, turning back to them, "Physics. Eh? Physics. Phyyyyyyyysics. Physics! Physics. Physics, physics, physics, physics, physics, physics, physics."

The children could only watch him, bemused.

He sniffed deeply, "I hope one of you is getting all this down. Um, okay, let's see what you know. Two identical strips of nylon are charged with static electricity and hung from a string so they can swing freely. What would happen if they were brought near each other?"

A small boy with red hair and glasses raised his hand.

"Yes, uh, what's your name?" the Doctor frowned.

"Milo," he answered.

"Milo!" the Doctor grinned, "Off you go."

"They'd repel each other because they have the same charge," Milo answered.

"Correctamundo! A word I have never used before and hopefully never will again. Question two, I coil up a thin piece of micro wire and place it in a glass of water. Then I turn on the electricity and measure to see if the water's temperature is affected. My question is this: how do I measure the electrical power going into the coil?"

Milo's hand shot up once again.

"Someone else?" the Doctor looked around, but no one else in the class made a move, "Nope? Okay, Milo, go for it."

"Measure the current and PDs in an amp-meter and a voltmeter," Milo stated much to the amazement of his peers who looked at him impressed.

"Two to Milo!" the Doctor nodded, "Right then, Milo, tell me this; true or false: the greater the dampening of the system, the quicker it loses energy to its surroundings."

"False," Milo said quickly.

"What is a non-coding DNA?"

"DNA that doesn't code for a protein."

"Sixty-five-thousand-nine-hundred-and-eighty-three times five?" the Doctor started to frown at how quickly the boy was answering.

"Three-hundred-and-twenty-nine-thousand-nine-hundred-and-fifteen."

The students started to differ in reactions now, some looking impressed while others looked disturbed.

"How do you travel faster than light?"

"By opening a quantum tunnel with an FTL factor of 36.7 recurring."

The Doctor's mouth dropped open at the answer.

It was correct.

~8~

Lunchtime would find the Doctor walking down a line of dinner ladies spooning food onto the plates of the students and faculty. He grinned widely at Rose as she gave him some mashed potatoes, not exactly happy with her own role as an undercover dinner lady. He gave her a small wink before walking over to a small table and sitting down.

He speared a chip with his fork and lifted it to his nose, smelling it just a bit before nibbling on it. He grimaced, putting it down, trying to rub his tongue off with a napkin. Whatever was on the chips, it just tasted wrong, so, so wrong. He had no idea what it was, but it was just off and something inside him was telling him not to eat it.

"Two days," Rose muttered as she appeared at his table with a wash cloth, cleaning it.

"Sorry, could you just…there's a bit of gravy," he pointed at the table with his fork as Rose moved to wipe that area, "No, no, just there."

Rose rolled her eyes and wiped up the gravy, "Two days, we've been here."

"Blame your boyfriend, he's the one who put us onto this," the Doctor replied, "And he was right. Boy in class this morning, got a knowledge way beyond planet Earth."

"You eating those chips?" Rose asked, eyeing the small pile on the Doctor's plate.

"No," he shook his head, pushing them away from him, "They're a bit..." he couldn't even come up with a word, instead sticking his tongue out in a disgusted gesture.

Rose just picked one up for herself, "I think they're gorgeous," she commented taking a bite, "Wish I had school dinners like this."

The Doctor squinted around the room as Rose sat beside him, "It's very well behaved, this place."

"Mm," Rose agreed with a mouthful of chips.

"I thought there'd be happy-slapping hoodies. Happy-slapping hoodies with ASBOs. Happy-slapping hoodies with ASBOs and ringtones," he grinned at her, "Yeah? Yeah? Oh, yeah! Don't tell me I don't fit in."

Rose looked up as one of the other dinner ladies approached their table, "You are not permitted to leave your station during a sitting."

Rose stood quickly, "I was just talking to this teacher."

"Hello!" he grinned up at the serious woman.

"He doesn't like the chips," Rose added quietly.

The dinner lady looked quite affronted by that bit of information, "The menu has been specifically designed by the headmaster to improve concentration and performance. Now, get back to work."

She turned on her heel and left, leaving Rose little choice but to follow after.

"See?" she called to the Doctor, pausing to look back at him, "This is me," she gestured down at her uniform, "The dinner lady."

"I'll have the crumble," he smirked at her.

"I'm so gonna kill you," she muttered as she turned and returned to her station, ignoring the Doctor grinning manically at her.

Once she was out of sight he looked around the canteen once more, spotting another teach, Mr. Wagner, approach a girl sitting a few tables away.

"Melissa," the man greeted, "You'll be joining my class for the next period. Milo's failed me... so it's time we moved you up to the top class," the Doctor watched as the man looked at the other students at the table before his gaze settled on a slightly plump boy with untouched chips before him, "Kenny? Not eating the chips?"

"I'm not allowed," Kenny replied.

Mr. Wagner nodded, "Luke, extra class. Now."

He stood and left as several of the children followed after him. The Doctor watched them go when his attention was pulled to the headmaster, Mr. Finch, standing on a balcony over the room watching the proceedings. They locked eyes for a moment before the headmaster turned and walked off.

~8~

The Doctor frowned as he stood in the faculty room fixing himself a cup of tea. He'd been getting an odd sensation on and off throughout the day. It was almost like he felt someone right behind him, but when he turned around there was no one there. He shook his head, turning to sit on a desk, nibbling a biscuit as another teacher paced before him.

"But yesterday, I had a twelve-year-old girl give me the exact height of the Walls of Troy...in cubits," Mr. Parsons continued. He'd been ranting the last few minutes to the new teacher, unloading his concerns.

"And, it's ever since the new headmaster arrived?" the Doctor asked him.

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot," he nodded over to where a small group of smart looking teachers were standing, the Doctor looking over his shoulder at them, "Except for the teacher you replaced, and that was just plain weird, her winning the lottery like that."

"How's that weird?"

"She never played! Said the ticket was posted through her door at midnight."

The Doctor just popped another biscuit into his mouth trying to hide his grin, "Hmm! The world is very strange."

"Excuse me, colleagues," a voice called, "A moment of your time."

The Doctor turned around to see Mr. Finch standing in the doorway with a very familiar woman beside him. His eyes widened as he stood in shock, staring.

"May I introduce Miss Sarah Jane Smith. Miss Smith is a journalist, who's writing a profile about me for the Sunday Times."

Sarah Jane smiled around at all of them as the corners of the Doctor's mouth started to turn upwards in a smile at seeing his past companion alive and well once more.

"I thought it might be useful for her to get 'a view from the trenches,' so to speak," Mr. Finch continued, "Don't spare my blushes."

He turned and left as Sarah Jane looked over, right at the Doctor, and approached him with a smile, "Hello!"

"Oh, I should think so!" he agreed, smiling broadly at her.

"And, you are..."

"Hm?" his eyes widened as he continued to look at her, unable to tear his gaze away, "Uh, Smith. John Smith."

She nodded a bit in thought, "John Smith? I used to have a friend who sometimes went by that name."

"Well, it's a very common name!" he laughed.

"He was a very uncommon man," she said with a sigh before shaking herself out of her memories and holding out a hand to him, "Nice to meet you!"

"Nice to meet you!" he gushed, shaking her hand again, growing more excited as the seconds went by, "Yes! Very nice! More than nice, brilliant!"

"Um...so, um, have you worked here long?"

"No! Um, it's only my second day."

"Oh, you're new, then? So, what do you think of the school? I mean, this new curriculum?" the Doctor just stared at her, smiling widely, though she didn't seem to notice, "So many children getting ill…doesn't that strike you as odd?"

His grin widened, "You don't sound like someone just doing a profile."

"Well, no harm in a little investigation while I'm here," she shrugged, turning to walk off.

"No," he agreed as she walked over to some of the other teachers, "Good for you," he beamed at her, pride shining in his eyes, "Good for you. Oh, good for you, Sarah Jane Smith."

The bell rang, disrupting his thoughts. He turned and walked out the door, taking slow steps with a vague smile, a faraway expression on his face as he just recalled all the fantastic times he'd shared with Sarah Jane in the past.

~8~

Kenny stood around watching as his fellow students headed up the stairs, all so eager to get to class, much to his confusion. He was just about to follow them when a flapping noise and a strange sound reached him, coming from a nearby classroom. He turned and cautiously followed the sound to the IT Suite. He stepped in quietly and crouched down to peer under one of the desks only to see a horrible bat-like creature screeching angrily at him. He gasped and stood up only to see Mr. Wagner stand from behind a desk, cracking his neck, eyeing him with a dangerous glint.

"This isn't your classroom, Kenny," Mr. Wagner said, a unnervingly calm but also with a hint of a threat in his words, "Now run along."

Kenny turned and ran out of the classroom, hurrying down the hall. He ran over to a stairwell door, leaning against it as he caught his breath. He glanced down at the way he'd just come, glad to see the teacher hadn't come after him. He let out a breath of relief about to pick up his backpack and head to his last class when a noise drifted up to him. He turned, pressing his ear to the crack in the doors, a frown made its way onto his face when what sounded like a scream reached him.

"You there," someone called. Kenny spun around to see the headmaster standing at the end of the hall, "Get to class!"

Kenny didn't hesitate a moment before picking up his bag and running off.

~8~

That night the school was dark, the halls empty, the rooms cleaned with the chairs up on the desks. That was how the Doctor found it when he opened a fire door and stepped into a dark corridor, followed closely by Rose and Mickey Smith.

"Oh, it's weird seeing school at night," Rose commented looking around as they cautiously walked down the hall, "It just feels wrong. When I was a kid, I used to think all the teachers slept in school."

"Shhh…" the Doctor whispered, frowning. Rose and Mickey grew quiet, watching as a look of concentration appeared on his face as he listened intently to the silence of the hall. A moment later he shook his head, he could have sworn he'd heard something. But it was quiet. He turned to Rose and Mickey, "All right, team. Oh, I hate people who say 'team.' Um...'gang.' Um...'comrades.' Uh...anyway, Rose, go to the kitchen and get a sample of that oil. Mickey, the new staff are all Maths teachers, go and check out the Maths department. I'm gonna look in Finch's office. Be back here in ten minutes."

He turned and ran up the stairs, leaving Rose and Mickey standing around awkwardly.

Rose fiddled with her sleeve a bit, "You gonna be alright?"

"Me?" Mickey scoffed, "Please. Infiltration and investigation? I'm an expert at this," he turned and strode away with purpose, Rose just stood there smirking, waiting until he came back a moment later, "Where's the Maths department?"

She smiled and pointed in the opposite direction from where he'd gone, "Down there, turn left, through the fire doors, on the right."

He nodded, "Thank you," and strode away once more.

~8~

The Doctor headed down a dark hallway, his brow furrowed from a mixture of hearing screeches and flaps in the distance and the odd sense that someone was there but just out of sight. He paused, looking behind him a second before turning to head off and find the source of the noise.

He'd only gotten a few feet when he stopped short, the door across from him opening. He watched as none other than Sarah Jane Smith backed out of it, staring at the closed door stunned having see the TARDIS just behind it.

She turned around slowly, letting out a quiet gasp seeing him standing behind her.

"Hello, Sarah Jane," he greeted quietly.

"It's you," she whispered, "Oh...Doctor..." she started to smile, edging towards him, "Oh, my God, it's you, it's...it's...you've regenerated."

"Half a dozen times since we last met," he tried to smile, but couldn't manage it.

"You look..." she breathed, shaking her head, "Incredible."

"So do you."

"I got old," she waved him off, edging around him, still staring at him, "What're you doing here?"

"Well..." he shrugged, "UFO sightings, school gets record results, I couldn't resist. What about you?"

"Same."

They laughed a bit at that, but Sarah Jane's smile began to falter, tears coming to her eyes, clouding her words as she spoke again, "I thought you'd died. I waited for you and you didn't come back, and I thought you must've died."

"I lived," he told her, his expression grim and burdened, "Everyone else died."

"What do you mean?"

"Everyone died, Sarah," he told her, the quiet pain in his voice speaking volumes.

Sarah Jane just shook her head at him, whispering, "I can't believe it's you…"

Their touching moment was broken by a high pitched scream. They both looked over in the direction the scream had come from before Sarah Jane managed a smile, "Okay! Now I can!"

That seemed to get a grin out of the Doctor as they both took off running from the gym they'd stopped by. As they turned a corner and ran down it they almost ran into Rose who had just stepped out from a converging hall.

"Did you hear that?" she gasped, before noticing Sarah Jane, "Who's she?" she asked, immediately defensive.

"Rose, Sarah Jane!" the Doctor introduced, "Sarah Jane, Rose."

Rose looked rather unpleasantly surprised as Sarah Jane reached out to shake her hand.

"Hi," Sarah Jane forced a smile, "Nice to meet you," before turning to the Doctor, joking, "You can tell you're getting older, your assistants are getting younger."

"I'm not his assistant!" Rose cried, outraged.

The Doctor just scratched his ear uncomfortably, knowing what would be coming.

"No?" Sarah Jane laughed, "I get you, tiger."

The Doctor shook his head at them and ran past, leaving them no option but to follow. They ran into a lab to see Mickey standing by a small refrigerator, surrounded by a load of vacuum packed rats.

"Sorry!" he said, embarrassed, "Sorry, it was only me. You told me to investigate, so I…I started looking through some of these cupboards and all of these fell out of them."

The Doctor bent down and picked up a few packages to examine them as Rose grimaced looking down, "Oh, my God, they're rats. Dozens of rats. Vacuum packed rats."

"And you decided to scream," the Doctor raised an eyebrow at Mickey.

"It took me by surprise!" Mickey retorted.

"Like a little girl?"

"It was dark! I was covered in rats!"

"Nine, maybe ten years old. I'm seeing pigtails, frilly skirt."

"Hello, can we focus?" Rose cut in, "Does anyone notice anything strange about this? Rats in school?"

"Well, obviously they use them in Biology lessons," Sarah Jane reasoned, "They dissect them. Or maybe you haven't reached that bit yet. How old are you?"

The Doctor and Mickey looked shiftily between them, neither of them looking forward to the oncoming WWIII between the two companions.

"Excuse me, no one dissects rats in school anymore," Rose glared at her, "They haven't done that for years. Where are you from, the dark ages?"

"Anyway, moving on," the Doctor cut in quickly, looking between the two women. Sarah Jane frowned, badly wanting to make a retort but held her tongue, the two women settling on giving each other the dirtiest looks they could. "Everything started when Mr. Finch arrived. We should go and check his office."

He chucked the rat he was holding back to Mickey who dropped it, not wanting to touch it before they all followed the Doctor out of the room and down the hall.

"I don't mean to be rude or anything, but who exactly are you?" Rose asked, turning to Sarah Jane as they walked.

"Sarah Jane Smith," she introduced, "I used to travel with the Doctor."

"Oh!" Rose nodded, before adding, just a bit smug, "Well, he's never mentioned you."

Sarah Jane faltered.

"Oh, I must've done!" the Doctor mumbled, a hint of guilt in his voice, "Sarah Jane! Mention her all the time."

Rose pretended to think about it a moment, "Hold on...sorry...never."

"What, not even once?" Sarah Jane asked, more than a bit hurt but trying to play it off as though annoyed at the Doctor, "He didn't mention me once?"

Rose just smirked, happy she'd won a victory against the woman and walked off, Sarah Jane following after her. That battle may have been won by Rose but the war was far from over.

"Ho ho mate!" Mickey laughed, placing a hand on the Doctor's shoulder, "The missus and the ex. Welcome to every man's worst nightmare."

Mickey grinned and moved to follow the two women when the Doctor suddenly stopped and looked back over his shoulder at the way they came. He frowned; he could have sworn he'd heard something again…but…nothing.

Maybe he was getting old.

~8~

The Doctor flashed the sonic across the door of the headmaster's office, unlocking it, "Maybe those rats were food…"

"Food for what?" Rose frowned.

He just pushed the door open and peered inside where the strange sounds from before were originating. He looked up, his eyes widening as he stared at the ceiling, "Rose... you know how you used to think all the teachers slept in the school? Well...they do."

Rose, Sarah Jane, and Mickey peered inside, looking up at the bat-like creatures hanging upside down from the ceiling.

"No way!" Mickey hissed, turning and rushing away.

Sarah Jane and Rose quickly followed after him, the Doctor going last, shutting the door behind him, not noticing one of the bats waking up from the noise.

~8~

They practically ran out the front doors of the school following Mickey who stopped a few feet away, out of breath from his run, "I am not going back in there," he told them, "No way."

"Those were teachers!" Rose exclaimed.

"When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse," the Doctor calculated, "Thirteen. Thirteen big bat people. Come on," he turned to walk back inside when Mickey called out.

"Come on, you've got to be kidding!"

"I need the TARDIS," the Doctor told him, "I've got to analyze that oil from the kitchen."

"I might be able to help you, there," Sarah Jane stepped up, "I've got something to show you!" she grabbed the Doctor's arm and pulled him excitedly in the direction of the parking lot and over to her car. She popped open the boot to reveal something inside covered with a green blanket. The Doctor reached out and tossed the blanket back to reveal K9!

"K9!" his eyes widened in delight at the sight of his old robotic dog, "Rose Tyler, Mickey Smith, allow me to introduce K9, well, K9 Mark III to be precise."

Mickey and Rose glanced at each other behind him, clearly not impressed with a tin dog.

"Why does he look so...disco?" Rose frowned, eyeing the dog.

"Oi!" the Doctor defended, "Listen, in the year five-thousand, this was cutting edge!" he turned to Sarah Jane, "What's happened to him?"

She shook her head, "Oh, one day, he just...nothing!"

"Well, didn't you try and get him repaired?"

Mickey just shook his head at the Doctor's concern while Rose stared at him, neither of them understanding what was so great about the dog.

"Well, it's not like getting parts for a mini-metro!" Sarah Jane argued, "Beside, the technology inside him could rewrite human science. I couldn't show him to anyone!"

"Oh, what's the nasty lady done to you?" the Doctor turned and cooed at his dog, "Eh?"

Mickey shook his head as he continued to stare at the Doctor as though he'd gone mad while Rose rolled her eyes. The Doctor just stroked K9 making his cooing noises. Sarah Jane laughed, smiling as she watched the Doctor interact with the powered down dog, she glanced over at Rose, this time being the one to smile smugly. Rose wasn't the only one who could play this game.

"Look, no offense but could you two just stop petting for a minute?" Rose cut in, aggravated, "Never mind the tin dog, we're busy!"

The Doctor just picked up K9 and closed the boot, grinning from ear to ear.

~8~

The Doctor sat by a table near the window of the chip shop they'd stopped in with Sarah Jane, both just chatting and laughing at their memories as he attempted to fix K9. Rose and Mickey stood over at the counter, ordering food, Rose shooting glances at them every so often.

"You see, what's impressive is that it's been nearly an hour since we met her and I still haven't said 'I told you so,'" Mickey grinned.

Rose pulled her gaze away and looked at him, "I'm not listening to this."

"Although, I have prepared a little 'I was right' dance that I can show you later."

"Two quid, love," the shopkeeper said, holding her hand out to Rose.

Rose passed her the money, took the chips, and tucked in as soon as they were in her hand.

"All this time you've been giving it, 'he's different!' when the truth is, he's just like any other bloke!" Mickey laughed, leading her over to a table away from the Doctor and Sarah Jane.

"You don't know what you're talking about," Rose commented.

"Maybe not," he shrugged, watching her basically shove the chips into her mouth like there was no tomorrow, "But if I were you...I'd go easy on the chips."

"I thought of you on Christmas Day," Sarah Jane remarked quietly, "This Christmas just gone? Great big spaceship overhead, I thought, 'Oh, yeah. Bet he's up there.'"

The Doctor laughed, "Right on top of it, yeah."

Sarah hesitated a moment before cautiously adding, "And Rose?"

"She was there too."

There was a lag in the conversation as she looked at him, watching as he fiddled with K9's wires.

"Did I do something wrong?" she asked, frowning, "Because you never came back for me. You just...dumped me."

"I told you," he swallowed hard, not looking at her, "I was called back home and in those days humans weren't allowed."

"I waited for you. I missed you."

"Oh, you didn't need me!" he tried to grin, tried to brush it off, not wanting to admit how much he missed her as well, how much he missed all his companions, "You were getting on with your life."

"You were my life," she said quietly. He looked up at her sharply. "You know what the most difficult thing was? Coping with what happens next, and with what doesn't happen next. You took me to the furthest reaches of the galaxy, you showed me supernovas, intergalactic battles and then you just dropped me back on Earth. How could anything compare to that?"

He frowned, his brow furrowing, "All those things you saw, do you want me to apologize for that?"

"No. But we get a taste of that splendor...and then we have to go back…"

The Doctor smiled at her though, the pride back in his eyes, "But look at you, you're investigating. You found that school, you're doing what we always did."

"You could've come back."

His smile faded, "I couldn't."

"Why not?"

The Doctor didn't answer, his gaze fixed on something over her shoulder. She looked back to see him staring at the school a moment before shaking his head and turning back to K9. She sighed, shaking her head as well. He switched on his sonic and flashed it across K9's wires.

"It wasn't Croydon, where you dropped me off, it wasn't Croydon!"

"Where was it?" he looked at her, frowning.

"Aberdeen," she ground out, irritated.

His eyes widened as he realized that, "Right…" he paused a moment, trying to smile, "That's next to Croydon, isn't it?"

Sarah Jane let out a little laugh, smiling as she shook her head. A moment later K9 sprang to life.

"Oh, hey!" he shouted, seeing the dog move once more, "Now we're in business!" he jumped to his feet and stood in front of the dog.

"Master!" K9 greeted.

"He recognizes me!" he cried, absolutely ecstatic that the robotic dog knew him despite his regeneration.

"Affirmative."

"Rose, give us the oil," he said, holding out his hand to Rose who had walked over with Mickey. He pulled off the lid of the jar with the oil in it and was about to dip his finger in when Rose called out.

"I wouldn't touch it, though, that dinner lady got all scalded!"

"I'm no dinner lady," he replied, pausing in thought, "And I don't often say that," he dipped his finger into the oil as K9 put out one of his sensors for the Doctor to smear it onto, "Here we go. Come on, boy. Here we go."

"Oil," K9 read, "Ex-ex-ex-extract ana-an-analyzing..."

Mickey grinned with delight, "Listen to it, man! That's a voice!"

"Careful!" Sarah Jane warned, mock reproachfully, "That's my dog!"

Mickey just shot her a sheepish look.

"Confirmation of an-analysis," K9 announced after a moment, "Substance is Krillitane Oil."

The Doctor's eyes widened in shock, "They're Krillitanes."

"Is that bad?" Rose frowned.

"Very. Think of how bad things could possibly be, and add another suitcase full of bad."

"And what are...Krillitanes?" Sarah Jane asked.

"They're a composite race. Just like your culture is a mixture of traditions from all sorts of countries, people you've invaded or have been invaded by, you've got bits, bits of Viking, bits of France, bits of whatever, the Krillitanes are the same. An amalgam of the races they've conquered. But they take physical aspects as well. They cherry pick the best bits from the people they destroy. That's why I didn't recognize them. The last time I saw Krillitanes, they looked just like us except they had really long necks."

"What're they doing here?" Rose shook her head, confused.

"It's the children," he breathed, the horrible realization dawning on him, "They're doing something to the children," he shook his head, "But it doesn't make sense, Krillitane Oil couldn't magnify their brains to this degree, there has to be something else in it."

"Affirmative," K9 spoke, "There is an-another sub-substance suspended in the Oil."

"What is it?" Sarah Jane asked.

"Sc-Scanning," K9 announced. They waited in silence a moment before K9's eyes lit up again, "Confirmation of an-analysis: cerebral fluid."

"Cerebral fluid?" Rose actually looked just a bit sick at that.

"From who?" the Doctor shook his head, "DNA scan."

"Scanning," K9 nodded a bit, "Confirmation of analysis: DNA type 0-0-0-11-0-0."

The Doctor tensed noticeably as they all looked over to see him staring at the dog with wide eyes, "Exact coordinates of planet of origin?"

"10-0-11-0-0 by 0-2 from galactic zero center," K9 said after a moment.

"No…" the Doctor breathed, shaking his head in shock.

"Doctor what is it?" Rose asked.

"Doctor…isn't that…" Sarah Jane began.

"Computer!" he shouted, turning to face them, "I need a computer. A laptop. Something!"

"I've got one…" Mickey began, "It's in the car, hold on."

He ran out of the shop as the Doctor half collapsed into a chair near K9. Mickey ran in a minute later handing the Doctor a worn laptop. He quickly opened it up and began typing rather quickly as the trio moved to stand behind him.

"Doctor, what's going on?" Rose asked, watching as the Doctor typed in code after code.

"We need to see in that school," he said, frowning seriously as he continued to try and hack into the school's security system, "Got it!" he shouted. The screen split into four boxes showing various empty hallways of the school.

"Come on," he muttered, clicking through them, "Come on…"

He froze as a room appeared in the bottom right hand corner. He clicked on it, enlarging it. Sarah Jane gasped as the picture grew, the Doctor's eyes hardened.

There, on the screen, was a semi-blurry figure in a hospital sort of gown. They were lashed to what looked like an examining board. Their arms stuck in what seemed like large cuffs near the shoulder, their legs tied to the bottom. But what was worse, they could just make out wires sticking out of the person's head. There was a blip and suddenly an electrical charge struck the person, making them twitch horribly and open their mouth in a silent scream.

"We need to get into that school," the Doctor shouted, running out of the shop, "Now!"

"Doctor!" Rose called, running after them. Sarah Jane hadn't hesitated a moment before running after the Doctor, "I don't understand, what's going on?"

"They've got one," he muttered as he ran to the door of the school and soniced the lock.

"Got what?" Mickey asked.

"A Time Lord," Sarah Jane breathed.

"What?" Rose demanded.

"The coordinates K9 gave," Sarah Jane continued, the Doctor getting the door open and running in, "It's for Gallifrey."

"Gadafray?" Mickey frowned.

"Gallifrey. The Doctor's planet."

"But I thought they were gone," Rose called as they ran down the nearest set of stairs, "You said there was a war and they were gone!"

"There was," he replied grimly, "They are…but they've got one. Somehow…they have a Time Lord down there. I'm not the last…"

He pulled out his sonic, using it to scan for alien technology, following the beep down the basement hall to another set of stairs. They ran down it only to come to a single set of doors. The Doctor soniced it, pushing through to see a small room with a small sort of laboratory set up. But that wasn't what drew his attention.

There at the back of the room was a woman, bound and restrained to the board, crying. There were needles sticking into her shaved head as a computer before her called out questions.

"What is the atomic mass of chorine?" the computer asked.

The woman bit her lip, not wanting to give in, not wanting to answer, to think. It was how the machine worked, the Doctor realized, whenever Time Lords thought, their brains produced a cerebral fluid that served as a conductor, allowing them to be clever. Every time she answered a question she would produce the fluid.

The woman let out a scream as the board severely shocked her, "35.453 grams!"

The Doctor rushed forward, shaken from his shock by what had just happened. The board was shocking her with more electricity than a human could withstand every time she failed to answer.

He rushed over to the computer stationed beside the board and began to try and turn it off. He grew frustrated and just pulled out his sonic, shorting the system out. The light above the woman was still on, some sort of brainwave represent. He quickly shorted that out as well.

The woman slumped forward as the Doctor's eyes widened, hearing her in his mind, sensing her. Whatever technology they were using had prevented him from sensing her, but no more…and he was stunned by who the woman was.

'Kata?' he breathed in his mind.

'Th…Theta?' the woman whimpered, as though unwilling to believe it.

The Doctor ran to her, pulling the needles out of her head and lifting her face to look into her eyes, "Professor?"

Her face scrunched in pain, "D…Doctor?" she panted, straining with effort just to speak.

Before he could even react to that she began to convulse. His eyes widened, realizing what was about to happen as he quickly moved to sonic her arms and legs free. She half fell out of the board and into his arms as he laid her down on the floor.

"Is she alright?" Sarah Jane asked, her eyes full of concern for the girl now twitching on the floor.

"It was too much," the Doctor said quietly, his hand gripping the woman's firmly as she twisted and turned, regeneration on the horizon, "The electricity, the extraction, the strain…that machine was the only thing keeping her alive but it's been disengaged now."

"She's dying?" Rose gasped.

"No," the Doctor shook his head a orange-gold light enveloped the girl, "She's regenerating."

The girl screamed as the light exploded out of her.

"Get back!" he shouted, pushing the humans back, shielding them from the energy.

As the light died down, he turned around to see a woman with long light ash brown hair now lying on the floor. She was paler than her previous body, a bit taller as well. The Doctor quickly knelt at her side and scooped her into his arms, "We need to get out of here," he turned to them, "They'll be desperate now. Whatever they're planning, it happens tomorrow. We need to prepare."

~8~

They ended up in Sarah Jane's house, the Doctor placing the woman on the sofa for her to rest. Regenerations always took a lot of energy and she had been nearing the end long before that. She would need quite a bit of sleep to get back up to par.

"So who is she?" Rose demanded as soon as he'd stepped back from the woman, covering her with a blanket. This was not what she needed, first an old companion, now a Time Lady…

The Doctor smiled softly, tears in his eyes, "She's the Professor."

Rose just shook her head, not seeing what was so important about the name, "And? So? She was a teacher?"

"No, she's an Academic," the Doctor replied, frowning at Rose's tone. She'd been on the offensive ever since they ran into Sarah Jane and he would not stand for her doing that to the Professor.

"Academic?" Mickey asked from his position by the window, keeping a look out.

"It's like going on to a University after schooling," the Doctor tried to explain, "It's someone who returned to the Academy and continued their learning, studying the finer details of time and space. It's actually the reason I named her that."

"I thought you picked your own names on Gallifrey?" Sarah Jane asked, honestly just curious.

"We do," he replied, happy that at least one of his companions wasn't going to bite the girl's head off, "She was stuck trying to pick a name, I suggested the Professor 'cos she always loved learning and teaching."

"So who is she?" Rose demanded once again. Clearly he knew the girl very well.

The Doctor just smiled gently down at the woman, pushing a strand of her hair behind her ears before stroking her cheek, "She's my best friend."

That was not an answer that would make Rose any less frustrated, but it was the truth. They had been the best of friends in the Academy, sticking by each other until they graduated. She'd even put up with the Master and his severe dislike for her just because he had also been friends with the man. God…if there was one person he had missed more than anyone when he'd ended the war, it was her. But now she was back…and he would make damned sure those Krillitanes paid for what they'd done to her.

~8~

Mickey stood outside Sarah Jane's house helping her get K9 out of the car so the Doctor could fix him up just a bit more…that is, if he could pull himself away from the Professor's side long enough to do it. Mickey had seen the look on Rose's face, as though she could kill the Time Lady with just a glance, and known things would not end well. The Doctor himself seemed oblivious to Rose's frustration, but he could see it. It was why he'd offered to help Sarah Jane, get out of the house a bit.

"So, what's the deal with the tin dog?" he asked, pulling the dog out.

Sarah Jane smiled fondly, patting the little dog, "The Doctor likes travelling with an entourage. Sometimes they're humans, sometimes they're aliens, and sometimes...they're tin dogs," Mickey smiled and laughed at that as well, watching as K9 started to slowly roll his way towards Sarah Jane's house, "What about you? Where do you fit in the picture?"

"Me?" he grinned before beginning enthusiastically, "I'm their Man-in-Havana. I'm the technical support, I'm..." he trailed off as something hit him, "Oh, my God. I'm the tin dog," he collapsed, leaning against the car as Sarah Jane just patted him on the shoulder.

~8~

The Doctor sighed as he gave the Professor's hand one last squeeze before standing up and walking over to the open window, glancing outside to see what was keeping Mickey and Sarah Jane only to see them talking quietly by the car.

"How many of us have there been, travelling with you?" Rose asked quietly.

He turned and looked over as she walked to stand across from him by the window, "Does it matter?"

"Yeah, it does," her voice trembled, "If I'm just the latest in a long line."

He looked at her a bit hurt, "As opposed to what?"

"I thought you and me were...but I obviously got it wrong. I've been to the year five billion, right, but this...now, this is really seeing the future. You just leave us behind. Is that what you're going to do to me?"

"No," he said quickly, "Not to you."

"But Sarah Jane..." Rose said, shaking her head at him, "You were that close to her once, and now...you never even mention her. Why not?"

He paused a moment steeling himself for what he was going to say, the painful memories it would bring up, "I don't age. I regenerate. But humans decay. You wither and you die. Imagine watching that happen to someone who you…"

"What, Doctor?"

He stared at her intensely, willing her to understand, "You can spend the rest of your life with me, but I can't spend the rest of mine with you. I have to live on. That's the curse of the Time Lords."

There was a horrible screeching noise outside. They both turned to look out the window to see one of the bat creatures, a Krillitane, fly off from the roof of the next door neighbor's house.

"Was that a Krillitane?" Sarah Jane shouted, running into the house with Mickey carrying K9.

"But it didn't even do anything, it just flew off!" Rose shook her head, "What did it do that for?"

The Doctor only watched, his face hardening at the sight of the Krillitane flying off, his eyes glancing down at the reflection of the Professor lying on the sofa in the glass.

~8~

The next morning the school bell rang and the children flocked towards the building. The Doctor, Mickey, Rose, and Sarah Jane got out of her car and strode towards the school. The Doctor paused a moment at the doors, turning back to his small group, "Rose and Sarah, you go to the Maths room. Crack open those computers, I need to see the hardware inside. Here, you might need this," Rose held out her hand but he handed the sonic screwdriver over to Sarah Jane instead, earning a peeved look from Rose, not that he noticed.

Rose had been seething since last night. After her and the Doctor's small moment, he'd gone straight back to the Professor's side, talking quietly with Sarah Jane who had gotten the girl another blanket, both of them going over some sort of plan for what to do the next day.

"Mickey," the Doctor turned to him, "Surveillance. I want you outside."

"Just stand outside?" he raised an eyebrow.

Sarah Jane tossed him her car keys, "Here, take these, you can keep K9 company."

"Don't forget to leave the window open a crack," the Doctor added.

"But he's metal!" Mickey cried.

"I didn't mean for him," he smirked.

"What're you gonna do?" Rose asked him.

"It's time I had a word with Mr. Finch," he replied, his smirk gone only to be replaced by the hard look that had graced his face the majority of the night.

He turned and headed into the school, Sarah Jane and Rose followed after him, but as they headed towards the Maths room, he headed over to the stairs, looking for the headmaster. He didn't have to wait long, it seemed as soon as he entered a door below him opened. He looked over and down to see Mr. Finch looking up at him. This time he made no move to hide the fact that he was, indeed, looking at the man. Mr. Finch simply continued on his way as the Doctor continued up the stairs.

Somehow they both ended up by the school's swimming pool. The Doctor opened the door to see Mr. Finch waiting for him on the opposite side of the water.

"Who are you?" the Doctor asked him, his face neutral but his voice just barely masking his anger.

"My name is Brother Lassa," Mr. Finch answered, "And you?"

"The Doctor. Since when did Krillitanes have wings?"

"It's been our form for nearly ten generations, now. Our ancestors invaded Bessan. The people there had some rather lovely wings. They made a million widows in one day, just imagine."

"And now you're shaped human."

"A personal favourite, that's all."

"And the others?"

"My brothers remain bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath," he took a few steps towards the Doctor, both of them slowly starting to make their way towards the same side of the pool, "And what of the Time Lords? I always thought of you as such a pompous race. Ancient, dusty senators, so frightened of change and...chaos," he smirked, "We've learned much from the female," before sighing, "But, of course, your people, they're all but extinct. Only the two of you. The last."

"This plan of yours," the Doctor swallowed hard, resisting the urge to rise to the man's bait, knowing he was only bringing up the Professor to get to him. Answering questions was one thing, but talking of their people…he knew her, she wouldn't ever give up the secrets of the Time Lords, no matter what torture she was put under, he knew that better than anyone. She didn't even give up her secrets to her own race, these Krillitanes were nothing compared to what the Time Lords could do when they wanted information, "What is it?"

"You don't know?"

"That's why I'm asking," the Doctor said as they came to face each other. The tension could be cut with a knife.

"Well, show me how clever you are," Finch tilted his head, "Work it out."

"If I don't like it..." he warned, "Then it will stop."

Finch looked him up and down, considering him, "Fascinating. Your people were peaceful to the point of indolence. You seem to be something new. Would you declare war on us, Doctor?"

"You held one of my people hostage," he said, his fists clenching at his sides, "Used her. Tortured her. Nearly killed her. For that alone I would decimate your race," Finch actually stepped back at that. The Doctor swallowed, before adding quietly, "I'm so old, now. I used to have so much mercy," he stared at the alien a moment longer, "You get one warning. That was it."

He turned his back on Finch and walked away.

"But we're not even enemies," Finch called, "Soon...you will embrace us," the Doctor turned back around, "The next time we meet, you will join with me. I promise you."

The Doctor watched as the man turned and walked past him, a knowing smile on his face as he left. He could only shake his head at the alien's words. For what they did to his friend, never.

~8~

In the Maths Suite Sarah Jane crouched beneath one of the computer desks, trying to switch on the sonic screwdriver. This mode was much different than the one her Doctor used. She sighed, standing up, and hitting the keyboard, staring down at the small piece of metal in her hands. Rose just sat with her legs crossed on one of the chairs, half glaring at the woman and half enjoying watching her struggle.

"It's not working!" Sarah Jane complained.

"Give it to me," Rose said, getting up and taking the sonic from her, rolling her eyes as though to say this should have been easy to do. She ducked down underneath the desk.

"Used to work first time in my day," Sarah Jane commented.

"Well, things were a lot simpler back then," Rose remarked, turning on the sonic and flashing it across the back of the computer.

"Rose," Sarah Jane said after a moment, "Can I give you a bit of advice?"

Rose straightened up, annoyed, "I've got a feeling you're about to."

Sarah Jane bit her lip, not wanting to get into another argument with the girl. Truth was, she could see so much of herself in Rose, she truly didn't want her to end up like she had, "I know how intense a relationship with the Doctor can be, and I don't want you to feel I'm intruding…"

"I don't feel threatened by you if that's what you mean," Rose turned to look at her pointedly.

"Right. Good. Because, I'm not interested in picking up where we left off…"

"No?" Rose scoffed, "With the big sad eyes and the robot dog? What else were you doing last night?"

"I was just saying how hard it was adjusting to life back on Earth..."

Rose just walked off a few paces before cutting in, "The thing is...when you two met...they'd only just got rid of rationing. No wonder all that space stuff was a bit too much for ya."

Sarah Jane walked over to her, now indignant at how Rose was talking to her when all she was trying to do was help, "I had no problem with space stuff. I saw things you wouldn't believe."

Rose glared at her, "Try me."

"Mummies.".

"I've met ghosts."

"Robots. Lots of robots."

"Slitheen. In Downing Street."

"Daleks!"

Rose snorted, "Met the Emperor."

"Anti-Matter monsters."

"Gas masked zombies."

"Real living dinosaurs!"

"Real living werewolf!"

"The Loch Ness Monster!" Sarah Jane glared, now getting a bit angry.

Rose blinked, "...seriously?"

This time Sarah Jane smirked, "And it doesn't end there."

Rose glared at her, "Cat people. Mannequins come to life!"

"Sontarans! Exxilons, Pels, Ice Warriors, Eight Legs!"

"Reapers! The Sycorax!"

"Thals," Sarah Jane replied, almost sensing Rose running out of aliens, "Mutos. Kaleds. Zygons. Kraal. Krynoids!"

"The Face of Boe!"

"The Mandragora Helix," Sarah Jane smiled in victory, knowing she'd beat the woman out in terms of aliens, "Kastrian. Wirrns. Cybermats. Cybermen. An Osiran. Mutts…" she smirked, "The Dalek Creator!"

"Space stations!" Rose added, fishing for more things.

"Been there, done that," Sarah Jane waved her off, "Also been to the Middle ages. 15th century Italy…"

"Jagrafess in a space station!"

"The Doctor's car."

Rose glared, "The End of the Earth!"

"Time Lords!"

Rose flinched, stepping back, "That's not fair, they're dead now."

Sarah nodded, conceding the point, "The Doctor regenerating."

Rose smirked before mocking, "Been there, done that."

Sarah Jane narrowed her eyes, "Six different incarnations of the Doctor!"

Rose's eyes widened. She had nothing to beat that. That was it. Sarah won.

"How's it going?" someone asked. They looked over to see the Doctor walk in before turning to glare at each other once more.

"She couldn't figure out how to use the sonic," Rose accused, "No wonder you sent her back."

"Listen," the Doctor cut in sharply, now more than a little peeved at their squabbling match, "I need to find out what's programmed inside these. Now if you two can't work together, then both of you leave and I'll do it myself."

They blinked, both looking away, shamed at how they had acted. He had trusted them to work together, to get the information he needed and they had spent the time yelling at each other.

"Sonic," he demanded, holding out his hand. He could see they would cease fighting for now, but it still left the fact that they hadn't gotten the information there. So now he would have to get it himself.

~8~

The Doctor had just gotten into the computer system when the buzzer went off and the announcement, "All pupils to class immediately. And would all members of staff congregate in the staff room," came up over the loudspeaker.

They looked through the windows of the room to see the children heading in from break time.

Rose quickly rushed to the door, shooing the students who had started to crowd around the door away, "No, no, this classroom's out-of-bounds. You've all gotta go to the South Hall. Off you go, South Hall!"

Luckily the ruse worked and the children moved away from the door allowing Rose to shut it behind her.

The Doctor nodded his thanks to her before kneeling down and ripping out a handful of wires from the computer, the sonic clenched in his teeth. He draped them around his neck as he ran the sonic along the back of the computer, Sarah Jane watching him slightly anxious.

"I can't shift it," he muttered.

"I thought the sonic screwdriver could open anything!" Sarah exclaimed.

"Anything except a deadlock seal. There's gotta be something inside here. What're they teaching those kids?"

Sarah Jane looked around, desperate to help, when something caught her eye, "You wanted the program, there it is."

The Doctor looked up to see every computer in the IT Suite displaying a screen with a green cube spiraling around, code upon code popping up.

"Some sort of code..." he muttered, getting up to stare at it. He frowned as he read it before his eyes widened and his mouth fell open, "No...no, they can't be..."

"What is it?" Rose asked.

"The Skasis Paradigm," he breathed, "They're trying to crack the Skasis Paradigm."

"The Skasis what?" Sarah Jane shook her head, never having heard of it before.

"The...God-maker," he explained quickly, "The universal theory. Crack that equation and you've got control of the building blocks of the Universe. Time and space and matter, yours to control."

"What, and the kids are like a giant computer?" Rose guessed.

"Yes," he nodded, pacing as he worked out exactly what the Krillitanes plans were, "And their learning power is being accelerated by the cerebral fluid in the Oil! That Oil from the kitchens, it works as a…as a...conducting agent for the fluid, allowing it to seep into their minds. Makes the kids cleverer. And by using the cerebral fluid of a Time Lord, they've given the kids the extra intuitiveness that could very well let them crack the code!"

"But that Oil's on the chips," Rose grimaced, having sworn off the chips after learning they'd been soaked in the mind juice of someone, "I've been eating them."

"What's fifty-nine times thirty-five?" the Doctor asked her.

"Two-thousand-and-sixty-five," she answered quickly. The Doctor just gave her a look, "Oh my God..."

"But why use children?" Sarah Jane frowned, "Can't they use adults?"

"No, it's gotta be children," he shook his head, "The God-maker needs imagination to crack it. They're not just using the children's brains to break the code...they're using their souls."

"Let the lesson begin," someone said.

They spun around to see Mr. Finch walk into the room approaching them slowly.

"Think of it, Doctor," Finch grinned, "With the Paradigm solved, reality becomes clay in our hands. We can shape the Universe and improve it."

"Oh yeah?" the Doctor scoffed, "The whole of creation with the face of Mr. Finch. Call me old fashioned, but I like things as they are."

"You act like such a radical, and yet all you want to do is preserve the old order. Think of the changes that could be made if this power was used for good."

"What, by someone like you?"

"No...someone like you or the woman," he shook his head. The Doctor fell silent, clearly not having expected that answer, "The Paradigm gives us power, but you and the woman could give us wisdom. Become Gods. At my side. Imagine what the two of you could do, think of the civilizations you both could save. Perganon, Assinta..." the Doctor looked down, considering the man's words, "Your own people, Doctor. Standing tall. The Time Lords...reborn."

The Doctor remained silent, staring at Mr. Finch's eyes, not looking away. It was so tempting.

"Doctor, don't listen to him," Sarah Jane said quietly.

Finch just turned on them, "And you could be with him throughout eternity. Young...fresh...never wither, never age...never die. Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor. Join us."

"I could save everyone..." he whispered.

"Yes."

"I could stop the war..."

"No," Sarah Jane cut in, "The Universe has to move forward. Pain and loss, they define us as much as happiness or love. Whether it's a world, or a relationship...everything has its time. And everything ends."

There was a whisper of a voice across the Doctor's mind, a memory of words spoken to him long ago by a most cherished friend.

~/~\~

"It's so sad isn't it," Kata said as they sat on a rock in the middle of the forest outside the Academy. They were barely halfway through their schooling, just about 200, an Earth equivalent of 16-years-old. They would often come out to that spot, a large flat rock in a small clearing, surrounded by dense leaves, the mountains visible peeking out in the distance.

"What is?" he asked, looking over at her.

She was staring at a particular tree a few feet away, "The blossoms," she answered, tilting her head, her yellow hair falling over the side of her face as she looked at them. The purple flowers had just bloomed and would only stay that way for a month before dying.

He turned and looked over at them, watching them sway in the gentle breeze. They were Kata's favorite flower he knew. He couldn't count how many times she had dragged him out to that spot every six cycles just to watch them bloom and fade, "I'll stop them dying one day, just for you," he promised her suddenly, "We're Time Lords after all, we should be able to stop things dying."

She smiled at him gently before laying head on his shoulder, "Oh Theta, I wouldn't want that."

"But it makes you sad," he frowned, not understanding.

She just sighed, "Everything has a season. If the blossoms were always in bloom, we would never notice them, they would just be there. They have to die so that when they return we can truly appreciate them. Everything has it's time and course to run."

He just shook his head at her insight and placed a gentle kiss in her hair as they turned and resumed watching the flowers.

~/~\~

The Doctor blinked, Sarah Jane was so much like her and she would not want this. He grit his teeth and picked up the closest thing to him, a chair, hurling it through a large screen playing the code, smashing it.

"Out!" he shouted, running past Finch with Sarah Jane and Rose, not stopping until they reached the bottom of the stairs where Mickey and a young student, Kenny the Doctor recalled, nearly ran into them.

"What is going on?" Mickey asked, frantic, as three Krillitanes half flew, half groped their way along the corridor towards them. The Doctor and the others turned on their heels and ran in the opposite direction; the Krillitanes separating at the end of the corridor leaving only one to pursue them. They ran down the hall into the canteen and tried the doors on the other side only to find them locked. The Doctor reached inside his coat for the sonic just as Mr. Finch burst through the doors followed by several Krillitanes.

"Are they my teachers?" Kenny gasped, staring at the bat-like creatures in horror.

"Yeah," the Doctor nodded, "Sorry."

"Leave the Doctor alive," Finch ordered his brothers, "As for the others...you can feast."

The Krillitanes swooped down on them, the Doctor trying to fend them off with a chair. The others screamed and moved to duck out of the way when suddenly one of the bats was hit with a beam of red light and fell to the floor dead. They all looked over, stunned, to see K9 slowly roll into the room.

"K9!" Sarah Jane shouted as Finch roared with rage at the loss of his brother.

"Suggest you engage running mode Mistress," K9 began.

"Come on!" the Doctor called, turning and leading the others away as K9 began to fire on the Krillitanes again, "K9, hold them back!"

"Affirmative, Master," K9 agreed, "Maximum defense mode!"

The Doctor ran to a door and ushered the others through it, "Come on!" he slammed it behind him and locked it with the sonic. He turned around and led them to the nearest room, a Physics Lab when a thought struck him, "It's the Oil! Krillitane life forms can't handle the Oil! That's it! They've changed the physiology so often, even their own Oil is toxic to them," he turned to Rose, "How much was there in the kitchens?"

"Barrels of it," she answered.

They all jumped at a thump against the door, the Krillitanes pounding on it trying to break through with their claws.

"Okay, we need to get to the kitchens," the Doctor nodded, spinning around, "Mickey…"

"What now?" he half glared at the Doctor, exasperated, "Hold the coats?"

"Get all the children unplugged and out of the school," the Doctor ordered, "Now then, bats, bats, bats, how do we fight bats?"

Kenny just walked over to a fire alarm and broke the glass with his elbow, setting it off. The Krillitanes began wailing at the shrill noise echoing through the halls. The Doctor beamed at the brilliant boy and flung open a door, racing past the tortured Krillitanes.

They had only gotten down the hall and around the corner when the alarm cut off. K9 emerged from a doorway on the end of the hall with a cry of, "Master!"

"Come on, boy!" the Doctor called, running past, "Good boy."

K9 just trundled on, following them to the kitchens. The Doctor pulled out his sonic and held it over the oil barrels, "They've been deadlock sealed!" he ran to another, only to get he same result, "Finch must've done that. I can't open them."

"The vats would not withstand a direct hit from my laser," K9 assessed, "But my batteries are failing."

"Right. Everyone out the back door. K9, stay with me."

Sarah Jane, Rose, and Kenny quickly did as they were told, leaving the Doctor crouched before K9 as they ran out. He ran over to the barrels, moving them into one area to give K9 the maximum shot.

"Capacity for only one shot, Master," K9 announced, "For maximum impact, I must be placed directly beside the vat."

The Doctor paused, turning to rush over to him, "But you'll be trapped inside."

"That is correct," K9 gave a little nod.

"I can't let you do that."

"No alternative possible, Master."

The Doctor looked over his shoulder at the sound of the screeching Krillitanes closing in before turning back to K9, the grim reality setting in of what had to be done.

"Goodbye, old friend," he said quietly to the dog, patting it once more time.

"Goodbye Master," K9 said.

"You good dog," he added with a sad smile.

"Affirmative," K9 waggled his ears and tail a bit for him. He placed his hand briefly on K9's head and then dashed off, running outside, and slamming the door behind him, locking it with the sonic.

"Where's K9?" Sarah Jane asked, having waited for him just outside the back door.

"We need to run," he told her, turning around and running.

"Where is he?" she demanded, making no move to get away, "What've you done?"

The Doctor merely grabbed her arm and pulled her with him. He trailed his hand down her arm till it reached her hand and squeezed it as they ran for their lives, just like they did so long ago.

They reached the gathering of children that Mickey had gotten out of the school moments before the school exploded. The children immediately began to cheer and applaud the destruction of the institute while Rose and Mickey joined in, hugging each other. Neither of them noticed Sarah Jane staring at the school with wide, sad eyes.

"Yes!" Kenny shouted.

"Did you have something to do with it?" Melissa turned to him, having seen him standing outside with the blond woman waiting for the children.

"Yeah, I did," he admitted.

Melissa's mouth dropped open in shock and awe before shouting, "Oh my God. Kenny blew up the school! It was Kenny!" the children began to cheer even harder, some actually chanting the boys name as they patted him on the back.

"I'm sorry," the Doctor said quietly to Sarah Jane, seeing the distraught look on her face.

"It's all right," she replied quickly, "He was just a...daft metal dog. Fine, really."

But even her words couldn't stop her from bursting into tears. The Doctor put his arm around her comfortingly as Rose and Mickey continued to watch the school.

~8~

As soon as the students left the school with their frantic parents the Doctor, Sarah Jane, Rose, and Mickey headed back to Sarah Jane's house to check on the Professor. They walked in to hear a news report on TV, talking about the school being blown up, an accident in the chemistry lab the report was claiming.

The Doctor froze in the doorway to the sitting room seeing her sitting up on the couch, the blanket on her lap, watching the news.

"Having more adventures without me?" she asked, smiling at him a bit, tears in her now grey eyes, "You promised you wouldn't do that anymore."

He smiled, he had promised that when he'd returned to Gallifrey for the war, "I thought you were dead."

"That's no excuse," she laughed, standing up to face him. She hesitated only a moment before walking over to him. She reached out a hand, slowly resting it against his cheek. The Doctor lifted his own hand, grabbing her wrist but making no move to pull her hand away. She frowned, looking at him, "This is your 10th?"

He grinned wider, almost laughing, "You always were brilliant at that."

Her thumb stroked his chin, just below his lip, he froze, "This one's smile…" she murmured before smiling softly, "It's the best so far," he grinned again, "But your eyes…" she lightly twitched her index finger over the corner of his eyes, "You're fifth's will always be my favorite," he nodded a bit, "And your hair…" she shook her head, "Your sixth's…"

"What you liked that?" the Doctor's eyes widened as he nearly blanched.

"No, I hated it," she laughed, tears in her eyes, "Much better this time…" she took a shuddering breath, "I've missed your last one though…and your second."

"Well, that's alright," he reassured her, his thumb lightly making circles on her wrist, "2 out of 10 isn't so bad. You've passed with an 80. Congratulations."

She smiled softly, "You failed."

His grin faded, "What?"

She looked away.

He reached out and lifted her head, "Which one is this?"

"My ninth," she said, her voice cracking with emotion.

"No…" he breathed, shaking his head in shock, it couldn't be. He couldn't have missed that much...

She nodded, "Four between my first and the last one you saw during the war, two between that one and this."

He blinked, "I'm sorry. I'm so sorry."

She pulled her hand away, resting it on the center of his chest feeling his two hearts beating before placing it on his right one. He did the same. They slowly bent their arms till they were grasping their right hands. A secret sort of handshake they did as children.

She smiled at the action, "It really is you. Doctor…"

"Professor," he replied.

She lunged at him, pulling him into a hug. He wrapped his arms around her, both of them just crying with happiness at finding each other again. After the war…everything was gone. They both thought the other was gone as well. But there they were, together again, just like old times.

"I missed you," she whispered, burying her face in his neck as she started to sob, "They're gone…they're all gone…I thought you were gone too."

"I know," he soothed, rubbing circles into her back, "I thought I lost you as well. How did you survive?"

She took a shuddering breath, pulling away just a bit, "I…I regenerated. Realized what was happening to us, the war. It was infecting us. If we didn't end it soon we would have lost everything that made us what we were, we would have lost ourselves in the blood and the rage. I stole a shuttle and tried to go to the Eternals, to find allies to help end it but then…I heard them die. I tried to return and was attacked by the Krillitanes."

He nodded, he'd heard their people die as well and so he just pulled her back into a tighter hug.

~8~

The Doctor was leaning against the TARDIS, set up in a beautiful park, the next morning, just waiting for Sarah Jane and the Professor to arrive. Sarah Jane had offered to let the Professor use her bathroom and borrow some clothes so they had remained at the house while the Doctor, Rose, and Mickey had gone to get the TARDIS ready.

He grinned as he felt the TARDIS hum behind him; she was so excited to meet the Professor, having seen her in his mind.

A moment later the two women in question stepped past a row of trees and into view. The Professor was wearing a simple TARDIS blue shirt and a pair of black pants that looked just a bit short on her as she was a good head taller than Sarah Jane. But that would be fixed soon enough, what with the TARDIS having a whole wardrobe within her.

"Cuppa tea?" he asked them as they came to a stop before the TARDIS. Sarah Jane nodded, excited to step back inside, while the Professor just had a soft smile on her face, she'd never thought she'd ever see a TARDIS again, much less this particular one.

He stepped aside to let them through, shutting the door behind them. Sarah Jane looked around, taking in the new interior, eyes wide, "You've redecorated!" she exclaimed, looking back at him.

"Do you like it?" he grinned at her, though he kept glancing at the Professor as she slowly walked towards the main console.

"Oh, I…I do," Sarah Jane nodded, "Yeah. I preferred it as it was, but uh...yeah. It'll do!"

"I love it," Rose remarked.

"She is beautiful, isn't she?" came the quiet words of the Professor, earning a wide smile from the Doctor at the familiar words. She gently placed a hand on the console, the humans watching, stunned, as the light of the central column flared brilliantly, pulsing a bit.

"She's saying hello," the Doctor said quietly as he walked up to the console to stand beside the Professor who could only smile, tears in her eyes.

Sarah Jane smiled at the small exchange between the Doctor and his friend when a less than pleased expression on Rose's face caught her attention. Not wanting things to grow awkward she turned to Rose, "Hey, you, what's forty-seven times three-hundred-and-sixty-nine?"

Rose blinked and looked over at her, "No idea. It's gone now, the Oil's faded."

"But you're still clever," Sarah Jane admitted after a moment, "More than a match for him."

Rose smiled, it was one that spoke of the truce the two women seemed to have established, shaky though it was, "You and me both."

Sarah Jane nodded her thanks that Rose had accepted the attempt at being civil to each other, at least for the Doctor's sake. Rose looked over at the Doctor hoping to see a smile at their success in not going for each other's throats only to see that he hadn't even noticed. He'd been staring softly at the Professors as she lightly fiddled with a few of the TARDIS controls as though reacquainting herself with it.

"Doctor?" she called.

His head snapped up, startled and possibly more than a bit embarrassed at having been caught staring so openly. He turned to Sarah Jane, "Um, we're about to head off, but...you could come with us."

Sarah Jane looked around at the small group standing before her and just shook her head, "No...I can't do this anymore," the Doctor's smile faded at that but Sarah Jane continued, "Besides, I've got a much bigger adventure ahead! Time I stopped waiting for you and found a life of my own."

"Can I come?" Mickey asked suddenly. Sarah Jane looked over at him surprised by the question while Rose just looked quite displeased, "No, not with you," Mickey corrected quickly, "I mean...with you," he nodded at the Doctor, "'Cos I'm not the tin dog. And I wanna see what's out there."

The Professor looked up at the boy, smiling. He was a rather clever man. As soon as she and the Doctor had managed to get over their shock at seeing one another alive again, he had immediately launched into a story of what had happened with the Krillitanes. Rose, Sarah Jane, and Mickey adding their own points throughout. Mickey had been very brave in her opinion, having been able to save those children and face the bats, especially not being at all used to the situations the Doctor seemed to get his companions into. Rose, she could tell, had quite a bit of experience dealing with the Doctor, but Mickey did not. It really would be a great experience for the man. Which was why her smile fell when she saw Rose mouthing 'no' at the Doctor, it confused her. Wasn't Mickey her boyfriend? Wouldn't she want the chance to spend time with him? To be able to share the Universe with him?

"Oh, go on Doctor," Sarah Jane encouraged, "Sarah Jane Smith, a Mickey Smith. You need a Smith on board!"

"A real Smith mind you," she couldn't help but say, smiling at the Doctor as she playfully added, "John."

"Okay then," the Doctor grinned, nodding, "I could do with a laugh."

Rose rolled her eyes while Mickey laughed in delight before stopping quickly when he noticed Rose's less than enthusiastic response.

"Rose, is that okay?" Mickey asked.

"No, great," Rose said sarcastically, "Why not?"

The Professor's smile faded entirely. If Rose reacted that way to her boyfriend joining them…would she even stand for it if she wanted to join?

A rather awkward silence fell.

"Well, I'd better go," Sarah Jane nodded Rose over to the side for one final word of advice while the Doctor turned his attention back to the computer while the Professor stepped back, just wandering around the room, taking it all in.

"What do I do?" Rose asked quietly. She was loathe to admit it, but she really didn't know what to do, and advice, even if it came from her rival, would be a great help. She glanced over at the Doctor, "Do I stay with him?"

"Yes," Sarah Jane nodded, looking at the Doctor as well, though she seemed to be the only one of the two who noticed the small looks he was shooting the Professor, "Some things are worth getting your heart broken for."

And she knew, she just knew, Rose would get her heart broken by the Doctor. She had seen the connection between the Doctor and Professor when they reunited. There was something there, a history, a deep relationship that she couldn't even begin to guess at. She hoped against hope that Rose wouldn't be hurt too much by that fact…but she knew the Doctor never intentionally hurt anyone.

She reached out and hugged Rose to her, "Find me...if you need to, one day. Find me."

Rose pulled back with a small smile.

Sarah Jane turned and walked over to the doors where the Doctor and Professor were standing. He held the door open for her as she moved towards them.

"Where are you going?" the Doctor asked. Sarah Jane looked back to see the Professor had moved to follow her and the Doctor was now frowning. He blinked, realizing something, "You weren't going to stay?"

"I…I wasn't sure if you wanted me to," she admitted, "And Sarah Jane offered to let me stay with her."

The Doctor looked at Sarah Jane, startled, but the woman just nodded, "I did."

And she had. Rose's reaction to her had been chilled at best and she was only a former companion helping out with one adventure. She could only imagine what the young woman's reaction to a Time Lady staying on board permanently would be. She doubted it would be good.

"You don't want to travel with me?" the Doctor turned back to the Professor. That had been their plan, ever since they were in school and learned about the TARDISes. They had always dreamed of going off and exploring the Universe together…and now she didn't want to.

"Do you want me to?" she countered with a question of her own.

"More than anything," he breathed, nothing but the truth in his words.

She nodded slowly, beginning to smile, "Then I will."

"Brilliant," he beamed before nodding at her to remain in the TARDIS while he stepped outside with Sarah Jane.

The Professor watched the door shut behind him as he went to say goodbye to Sarah Jane and turned to look back at the console. Rose was glaring at her, even less pleased about her staying that Mickey. That had been the reason she was going to go with Sarah Jane. Rose didn't like her at all and she knew it would only cause problems between the two of them later, problems that would put the Doctor in a very tough spot. But in the end, it wasn't Rose's desire that mattered, it was the Doctor's. If he wanted her there, she would stay, just as Rose would. She took a breath and walked up the steps of the console to stand by the controls, just fiddling with a knob here or there, feeling Rose's eyes on her.

A few moments later the Doctor walked back in and up to the console, to her side. He put in a few coordinates and pulled a lever, allowing the TARDIS to dematerialize into the Vortex.

"Do you think she'll like the gift we left her?" the Professor asked, grabbing the rail as the TARDIS jolted.

He grinned, "She'll love it."

"What gift?" Rose called above the noise of the TARDIS shaking about.

"K9 Mark IV," the Doctor beamed, laughing as he turned to the Professor, "The schematics of the undetectable hyperlink facilities was genius!"

Rose faltered at that, the Doctor rarely ever called anyone else a genius.

"I just wanted to say thank you," the Professor blushed just a tiny bit, "She was very kind to me."

"That's my Sarah Jane," the Doctor shook his head before laughing, the TARDIS rocketing off.

A/N: So there's the first chapter :) I'm not sure if Sarah Jane did meet every alien she mentions to Rose, I did a brief Wikipedia search, so if I'm wrong just let me know and I'll fix it. Don't forget to review! Till next time!