"I've got a surprise for you, Doctor."

"Oh, do you now?" the newly regenerated face seemed so odd on the Time Lord, and yet all-too befitting with his wild and unruly hair and crazed eyes. He smirked the way he always did and Sarah Jane couldn't help but remember a time in her youth as she traveled alongside the man. "Well come on then, let's see it!"

"Yeh, le's see it." She heard a foul grumble from farther behind. Rose Tyler, the Doctor seemed to be picking his mates younger and younger as of late, Sarah Jane thought as she cast a breath out in a huff.

Sarah Jane's pursed lips spread wider as she hefted the lid to her trunk and pulled back a patchwork blanket to reveal a tiny box and a bowed head. Her ears picked up the elated gasp and a smug smile worked its way up her lips, tipping the corners lopsidedly.

"K-9!" the Doctor exuded in a thrilled breath, arms spreading wide as a grin smacked him hard across the face. "Rose Tyler, Mickey Smith, allow me to introduce you to K-9 – well model 3, actually." He stared at the machinery in soft fondness, memories of times old and long past flitting across his cunning and sharp mind.

"But why does he look so…" Rose groped for the word, arms corded across her chest haughtily. "Disco?"

Offended, the Doctor pulled back with a slack jaw at the mean term. "Oi—'ey! Listen, in the year 5,000, this was cutting edge!" he tsked and directed his whiny voice to his old partner. "Wassa matta wit' 'im?"

"Nothing!" she explained at his accusatory words.

"Well didn't you try to get 'im repaired? Look at 'im!" the Doctor scolded her, shaking his head with thinned lips. His poor, poor dog. The man scratched it behind its spiraled and radared ear affectionately, the screened netting looked about ready to fray in patches.

The Doctor could vaguely make out the words his 'missus' – as Mickey had so daftly put it – said as his mind was taken under in a wave of lost memories. He succumbed willingly to the flow and drowned in the recollections of lifetimes passed.

-v-

"Who's a good boy? You're the good boy – fetch!" the same man with a different face cast a poly-carbonate tube out onto a field of turf. The small beam whistled in the air as it sailed past. The Doctor nodded his head towards the direction it flew eagerly.

"Negative, Master." Came the automaton voice of his robo-companion.

The Time Lord's face fell to dismay. "But…but…fetch?" he was only going on how he had seen the young of planet earth in the suburban-reigned nineteen-fifties in American culture had acted with their animals and various domesticated pets. It was a riot to witness after just stepping foot off a planet with Sarah Jane where people were domesticated under the foot of animals – local natives of the plant Zwou.

"Negati—"

"Alright, alright," he cut off with a wave of his hand, reciprocated by a wag of K-9's animatronic tail. "Ah, but you're still my favorite. Now don't go tellin' Sarah Jane that, though – or else no treats for a long, long time, ya hear?"

"Affirmative, Master." K-9's head jostled on the shaft that connected it to its box-like body.

The proud master knelt before the robotic canine and rubbed it atop its metallic head, cooing gently at it. "Aw, who's his master's best friend – you! That's who!"

"Who indeed, Doctor."

The Time Lord whirled around, duster flapping uselessly against him as he stared at the brow-raised young woman before him, body eclipsing the two suns of the planet they stood on. He gulped guiltily, neck strained as he pulled back in a smile.

"Sarah Jane!" he hopped up and dusted himself off, addressing her happily, warding off the non-innocence from his face. "'ello, luv."

Teasingly telling him off, she strutted away and left dog and master to stare after her departing figure. The Doctor glanced down at his remaining companion, wagging its tail keenly, and couldn't help the smile curling his lips. Tin dogs, a Time Lords best companion.

"Come along then, K-9." The man followed after his partner, down the sloping, lush hill.

"Yes, Master."

He smiled again. It was nice to know he had something that would always follow him, as timeless as he, and could always stay by his side.

Passing the dew of moistness at the corner of his eye for a yawn-induced tear, the Doctor wiped it away and set forth to fondling and handling his old friend.

-v-

He had to do everything he could, but soon the Doctor felt overwhelmed, drowning in claws and talons and striking wings that clipped his cheeks and batted at his arms. He swung a navy chair around as if it were a club, but all to no avail. The Krillitane kept swooping in on the offensive. Rose screamed, Sarah Jane gasped, and Mickey squealed like a squeamish little girl. The Doctor kept swinging. Kept screaming. Kept his barrage up, but his arms grew weary and weak from all the hefts and throws he lashed out.

If ever a time called for some back-up, it would be now, he thought with a heaving grunt.

Mr. Finch cackled and screeched in the high-pitched keen adopted – manipulated – from the Bessan the Krillitane had conquered and subjugated last before their earthen occupation.

No matter what happened to him, he would never let anything 'feast' on Rose or another of his companions. Or the debateably-named Ricky-or-Mickey either.

As the winged alien set a course straight for the Deffry Vale student, a beam of crimson light shot the creature straight into the chest. The Krillitane crashed into a number of seats with loud and simultaneous bangs, chairs clattering as the slimy-bodied beast slumped to the floor. Mr. Finch belted out an enraged and insane scream, thirst for blood causing him to shake violently. He roared at his fallen brother and the new menace, in the shape of a small, robotic terrier. The Doctor could not believe his eyes – though as wide as they got, they should be able to process and view most anything. It was –

"K-9!" Sarah Jane cried out from her prone position on the floor of the mess hall.

"Engage 'Running Mode', Mistress." The clipped voice of the robot called out to his owner, protecting the safety of his proprietors first and foremost.

The assembled humans – and one frantic Time Lord – ducked and raced out as shoots of lazars sprouted from the gun compartment of K-9's mouth vent. The Krillitane, signaled by Finch, chased after them, dodging the dogs attacks in vain. They were tossed and tousled about, wingspan smacking into one another idiotically. Finch growled, lips pulled back over dangerous teeth as a look most feral replaced his calm, cold eyes.

Who's a good boy? You're the good boy – fetch! The Doctor bit back against the stinging memory. No, not now mind. Save that for another time – we have to focus on getting out of here! He forced himself to run past, away from the friend he had long since lost.

Locking that door was one of the hardest things he had had to do, but it was also the most necessary.

-v-

"…I must be stationed directly beside the vat."

The Doctor's two hearts sank, one dragging the other down into the leaden depths of his stomachs contents. "You'll be trapped inside…" his voice was nearly lost on his breathless tone, jogging over in brisk sides to his rusted companion.

"That is correct." K-9's voice was nearly sing-songy. He knew the end. He knew his sacrifices. But the A.I also knew what his sacrifice would achieve. Both masters would be safe – and as would the fate of the children and the world. Even other orbital planets and worlds and galaxies.

Even so, it was one thing for the Doctor to sacrifice. It was another to put a friend through that, and one as dear as his dog. (Who's a good boy? You're the good boy!) Stop it, he ground out within his labyrinth of a mind.

"I can't let ya do tha',"

Now he sounded sad, resigned, almost, to a destiny he took unto himself that the Doctor seemed to deny him. "No other alternative, Master."

The cry of a Krillitane caught the Doctor unawares, head cutting to the sound so close by. Dejectedly turning his head back to face his lifes-long comrade, he searched the red bulbs inside the vizored rays of K-9's protective eye safe, studying each stain and splotch of oxidized tin. And he hated the next words as much as he hated the sentence he was putting the dog through.

"Goodbye, old friend." You're sacrifice is worth something.

"Good-bye, Ma-stah." Was that the hint of remorse in the artificial intelligence's voice?

Puckering his lips, the Doctor spoke a phrase that was the truest thing he had ever said to any one being before. "You were a good dog."

Waggling his tail and pricked ears with the whirring sounds of gears, K-9 teased, "Affirmative."

That same humor, that same dog. The same life-long companion that had never left the Doctors mind, a lasting anchor to a past that was as much his as it was his past self's. How could he condemn such a wonderful and loyal creature to die along with filth like the Krillitane? But he knew he must, so with a hollow laugh, he escaped to leave his best friend alone to die in the cinders of his heroism. He parted with a last touch. And ignored Sarah Jane's cries of anguish and the horror of realization. It was even more her dog as it had been his.

As the crowds cheered and Mickey and Rose grabbed onto each other in whooping joy, Sarah Jane and the Doctor held onto each other for comfort and solace. They had both lost a valuable member of their family that day. And as the Doctor held his old partner in his arms and let her tears soak into his pinstriped jacket, he vowed to make a change that day.

When all had quieted on the front of what could have been a catastrophe, and every child and person had stalked off into the reality of their own lives, a man traipsed across the burnt fallout of a battle won by a little dog. And picking up the remnants, he formulated a way to reform the pieces left of his heart and friend.

-v-

Sweat coated his brow, voice hoarse from the many times he had shooed Rose and her questioning chides away, the Doctor stared down at his work and felt a glowing coil spread within him as the first whir of a wagging tail sounded. The automated voice was more than welcome to his ears, as if they had been deprived of sound and were now thrust into a world of hearing – new and fantastic. He hollered his success with a thrusted fist. He felt the congratulatory pat on the back and couldn't help the grin that began hurting his cheeks, stretching ear-to-ear at the impressed tone of his latest companions voice.

-v-

Saying goodbye to Sarah Jane, he knew this would not be the last he saw of his canine friend.

"Master – is this goodbye?" the robo-dog seemed to understand what it meant to be placed outside the TARDIS by a bush, obscured by the ship itself from any viewpoint of the lush garden walkway.

"No, K-9," he tutted, setting his companion down gently, allowing him to rove about on his new wheels. The sun glinted off his newly-composited tin body brightly. "It will never be goodbye."

Sauntering back into his Time Ship, the last thought he gave to his rebuilt machine that day, was a simple token to his gratitude. For the service and all the things K-9 had done for him, in this life and the others.

There is never a goodbye for a Time Lord and his best companion.


A/N: That last bit can be taken in different ways. Personally the two I see are that either A. (K-9 aside) Sarah Jane was his 'best companion' as he never really said goodbye. Though he did in this episode so I guess that nixes it. Or, B. The Doctor will not say goodbye to Rose for SHE is his best companion.

Though I didn't make that too clear in this fanfic. Kinda made it seem like he disliked her. Blasphemous (Ex-ter-mi-nate, ex-ter-mi-nate) as I am a huge 9/10 DoctorxRose fan.

Anyway, I hope you enjoyed this. Post a comment and review. Thanks much!