The Doctor groaned softly when Rose's fingers combed through his hair, massaging the sensitive skin at the nape of his neck. He dropped his lips to her neck and laved his tongue over her clavicle, grinning when her head tilted back to give him more access.

After an afternoon hike through an alien forest and dinner with the natives, they'd retreated to the library for the evening. And it hadn't taken long before their books were abandoned in favour of other forms of entertainment. Spending several months in the Renaissance creating the Rose statue had left him starved for her touch, and once he started, it was becoming increasingly difficult to stop.

"Love you," he whispered against her throat.

Rose sighed, and a moment later, her hands dropped to his shoulders. The Doctor lifted his head and watched—first in confusion, then in dawning realisation—as she shifted her weight so she could straddle his lap.

Alarm bells went off in his head. He ached to make love to Rose, and he knew feeling her against him like that, even with both of them fully clothed, would strain his rapidly weakening restraint.

He cleared his throat and put his hands on her waist, holding her in place. "Just… just slow down a minute, love," he requested, his voice raspy.

A faint blush coloured Rose's cheeks as she settled back onto the sofa next to him. "Sorry," she mumbled.

The Doctor's arm tensed as his brain told the muscle to reach for Rose, but he managed to stop himself in time. "It's all right," he assured her. "Just… got a little carried away."

Rose bit her lip and played with the hem of her shirt—which wasn't distracting at all, the Doctor told himself firmly.

After a moment, she looked up at him, and his hearts beat faster when he recognised the glint in her eye and the set of her jaw. Rose wasn't going to let this slide again, not without an explanation.

"Doctor, is there a reason you keep pulling back?" she asked bluntly. "You'll let us get to a certain point, and then you put on the brakes. I know you want more."

Her gaze drifted down to his lap, and he felt his face turn red.

She met his gaze again, and some of her resolve was gone. "I mean… if you're just not ready, that's fine. But it feels like more than that, like there's something you aren't telling me."

The Doctor swallowed hard. In the two weeks since Rome, he'd been slowly gathering the courage to tell Rose about the telepathic element involved in intimacy with a Time Lord. He was still afraid she'd run from him, once she saw his darkness, but if she was asking him point blank, he couldn't keep the truth from her any longer.

He leaned forward and braced his weight with his elbows resting on his knees. "You know I'm a touch telepath." Rose nodded. "And… you're dead clever, so it probably won't surprise you to hear that sexual intimacy is… different for telepaths. Especially touch telepaths," he emphasised.

Rose's eyes widened. "All the skin-on-skin contact," she realised.

The Doctor nodded. "And your emotions are heightened and less under control." He could still feel his telepathic instincts driving him to connect with Rose, and he reached carefully for her arm. "Can I demonstrate?"

Rose nodded, and he rested his hand on her upper arm in the space between her shirt sleeve and her elbow. Her curiosity buzzed beneath her skin, along with lingering desire that made his breathing shallow as he ran his hand down her arm until he reached her wrist.

She whimpered in protest when he removed his hand, and he took a shaky breath, reminding himself that she didn't know everything yet.

He watched hungrily as she licked her lips and placed her clasped hand in her lap. "It would always be like that?"

"It would…" He cleared his throat. "It would get more intense the more touch there was, the more intimate we became. During intercourse, there would be no way to stop a temporary bond from forming."

Rose opened her mouth, but he shook his head quickly, and she settled back against the couch, willing to wait for his explanation.

"A bond means… seeing all of who your partner is. There would be no hiding while we made love, Rose."

A furrow appeared in the middle of her forehead, and his fingers itched to smooth it away. "Isn't that the idea of making love though, Doctor? To be as close to another person as you possibly can be? Seeing a bit of their soul?"

It was obvious she had no reservations about being that exposed to him, and the yearning in her voice made him ache to be known like that. But still…

"What if… My soul is broken and tarnished, Rose. I've killed, I've fought in wars, I've made the kind of choices no one ever wants to make. You would see all of that while we were intimate."

Rose smiled tenderly, then she lifted her hand and pressed it to his cheek. She moved slowly enough to give him time to move away if he didn't want the touch, but the Doctor stayed where he was, the notion that Rose would seek out telepathic contact with him so unfathomable that he didn't register what was happening until he felt her rose gold mind brush against his. She stroked her knuckles over his cheekbone and ran her fingers over his eyebrows before finally settling her fingers over his temple, as he had taught her.

The Doctor gasped when he felt her mind settle closer to his. He could feel her curiosity and excitement to learn something new, but more than anything, he felt her love. His own love reached out to twine itself around hers, sending a spike of arousal through his system.

Doctor, she said. This is amazing.

Hearing her in his mind reminded him of all his reservations, and he reached up for Rose's hand and pulled it away, even though his mind ached at the sudden loneliness.

Rose sighed. "You think you're so dark, but I love everything about you," she told him. "I'm not gonna see something in your head that makes me doubt our relationship. And God, Doctor… that felt so good."

The Doctor bit back a moan that trembled on his lips in response to the longing in her voice. It had felt fantastic. "Let me think about it for a few days?" he requested. "I just need… I need time to get used to the idea, so I don't pull away from you abruptly like I just did and cause both of us pain."

Rose tilted her head and narrowed his eyes. "As long as you promise you believe me when I say I want this with you, more than I can say."

A giddy smile stretched across the Doctor's face. "Oh, I could feel how much you wanted it, sweetheart."

A rosy blush stained her cheeks, but she met his lustful gaze head-on. "Good."

They shared a slightly awkward smile as they each reached for their own books, but just as they settled back into reading, Rose's phone rang. She frowned slightly when she spotted the caller ID and flipped it open.

"Hey Micks, what's up?"

"I found something, Rose. I think you and the Doctor ought to come home."

Rose frowned. "Let me put you on speaker, Mickey. That way I'm not passing messages back and forth between you two." She pulled the phone away from her ear and pressed a button, then said, "All right, go ahead. What do you mean, you've found something?"

The Doctor straightened up and set his book down. "Hello there, Mickey Smith."

Rose raised an eyebrow—that was a decidedly more friendly greeting than he typically gave Mickey, and she wondered what exactly had happened during the time she'd been trapped as a statue in Rome.

"Hey, boss. I've been on this conspiracy website—you know, the ones that point out all the strange phenomena that supposedly the government or whoever don't want us to notice?"

"Right." The Doctor nodded quickly. "Go ahead."

"Most of them are ridiculous, all the crackpots. But then I found this one talking about a school here in London with test scores that were suddenly off the charts. And I don't know, something just feels off about it."

Rose was already on her feet and halfway to the door before the Doctor stood up. She smirked at him as he followed after her. "Here, tell the Doctor when and where, and we'll be right there," she promised, handing the phone to the Doctor.

Five minutes later, they were in the console room, watching the time rotor chug up and down. "So, Deffry Vale School," Rose said as she hopped onto the jump seat, letting her legs swing freely. "Any plans on how to infiltrate a high school Doctor?"

He grabbed his coat from the strut and swung it around his shoulders as he slid his arms into the sleeves. "I'll see if they need any substitute teachers," he offered. "I can teach most things."

Rose rolled her eyes. "Oh, of course you can."

He scratched at his cheek, and she knew what he was going to say. "And… of course, the easiest place for you to pick up on things would be in the kitchen…"

Rose crossed her arms over her chest. "You want me to be a dinner lady."

"Nah. I want you to pretend to be a dinner lady. It's all an act, Rose, to lower their guard so we can find out if there really is something going on at this school."

Rose sighed, but she nodded her agreement. The Doctor grabbed her hands and pulled her to her feet as they landed, but when she would have made for the door, he held her close and pressed a soft kiss to her lips.

She relaxed in his arms and smiled up at him when he pulled back. "Ready to go, sweetheart?" She nodded, and he clasped her hand firmly in his and led her out of the TARDIS.

oOoOoOoOo

The Doctor leaned back in his cafeteria chair and watched Rose walk away from his table. It was probably for the best that the head dinner lady had interrupted their flirting, because Mickey hadn't called them to London so he could stare at Rose in her uniform.

And Mickey was right, he reminded himself, remembering Milo's superhuman knowledge that morning in class. Something was definitely going on here.

He tried to forget about Rose's enticing tongue, or the way her hair kept falling in her face, making it almost physically painful to restrain himself from tucking it back behind her ear. Across the way, Mr. Wagner had just bent down to talk to Melissa, and the Doctor focused a little bit of his brain power on shamelessly eavesdropping on the conversation.

The fixation on student performance and the compulsory dinners made his eyebrow go up, and he finally remembered that he'd intended to use some of the lunch hour to talk to the other teachers. Rose looked over at him when he stood up, and he couldn't help the silly grin that crossed his face when she waved at him.

How does she manage to make nylon look sexy? he wondered as he ambled down the hallway towards the teachers' lounge.

He ran his hand through his hair as he entered the room, trying to push those thoughts aside. As he'd predicted, Rose's complete acceptance of his telepathy had almost ruined his ability to hold her at arm's length. They were all lucky he had a Time Lord's ability to think about multiple things at the same time, or they would have been toast.

The history teacher was bustling around, making himself a cuppa, and the Doctor snagged a biscuit from the open package on the table and leaned against the counter. Parsons had been at the school before the test scores changed, so he might have a different perspective than the others. "So, Mr. Parsons," he began, hoping he sounded casual. "I'm impressed by the students here at Deffry Vale. Today, Milo answered every question I set before him."

Parsons shook his head as he picked up his tea and paced to the other side of the small kitchen. "Yesterday, I had a twelve year old girl give me the exact height of the Walls of Troy in cubits."

The Doctor nodded slowly. "And, it's ever since the new headmaster arrived?"

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot."

The Doctor looked over his shoulder at the group of teachers standing by themselves in the corner. None of the other teachers were talking to them, and they didn't seem to be interested in anyone else in the room.

"Except for the teacher you replaced," Parsons added, "and that was just plain weird, her winning the lottery like that."

"How's that weird?"

Parsons rocked back on his heels and lifted his eyebrows. "She never played. Said the ticket was posted through her door at midnight."

"Hmm." The Doctor made note of that so he would remember to go back in time and give the physics teacher a winning lottery ticket. "The world is very strange."

"Excuse me, colleagues."

The Doctor turned around when Mr. Finch addressed them, and then he froze when he recognised the woman standing at the headmaster's side—it was a face he hadn't seen in centuries, but one he would never forget. He stood up, feeling his jaw slacken as he looked at Sarah Jane Smith.

Finch nodded at them. "A moment of your time. May I introduce Miss Sarah Jane Smith. Miss Smith is a journalist who's writing a profile about me for the Sunday Times. I thought it might be useful for her to get a view from the trenches, so to speak. Don't spare my blushes."

As Mr. Finch backed out of the room, Sarah Jane's curious gaze landed on the Doctor, and she walked over to him. "Hello."

A strange mixture of pride and nostalgia swept over the Doctor, and he smiled down at his old friend. "Oh, I should think so."

"And, you are?"

"Hm?" the Doctor said, before remembering that Sarah wouldn't recognise this face. It took him a moment to remember the alias he was using this time. "Ah, Smith. John Smith."

A wistful smile crossed Sarah Jane's face. "John Smith." She nodded. "I used to have a friend who sometimes went by that name."

"Well, it's a very common name," the Doctor said, uncertain if he wanted her to know who he was or not.

She sighed and looked over his shoulder, and the Doctor could guess some of the memories that were playing in her mind. "He was a very uncommon man." She shook it off almost immediately and held out her hand. "Nice to meet you."

"Nice to meet you," the Doctor enthused as he shook her hand. "Yes, very nice. More than nice. Brilliant."

She nodded politely, then looked around the lounge. "Um, so, er, have you worked here long?"

"No." The Doctor shook his head. "Er, it's only my second day."

"Oh, you're new, then." Sarah Jane's demeanour relaxed, and the Doctor could practically see her catalog him as not part of whatever was going on. "So, what do you think of the school? I mean, this new curriculum? So many children getting ill. Doesn't that strike you as odd?"

The Doctor leaned closer. "You don't sound like someone just doing a profile," he said, his voice a conspiratorial whisper.

"Well, no harm in a little investigation while I'm here."

"No. Good for you. Good for you."

Sarah Jane walked away to talk to the rest of the teachers, but pride kept the stupid grin on the Doctor's face. This was what he'd always hoped would happen when his friends went home—that they would find a way to take what they'd learned in their travels with him and use it in their regular lives.

Although the investigative streak was something Sarah Jane had possessed from the start, he remembered, and his grin stretched even further.

"Oh, good for you, Sarah Jane Smith."

oOoOoOoOo

Rose shoved the dinner lady cap into her bag and shook her hair out, then slung the bag over her shoulder and slipped out the school's side door. She could see the Doctor waiting for her on the opposite side of the parking lot, and an involuntary smile stretched across her face.

"Well, here's trouble," she said when she reached him.

He laughed and took her hand, and they started down the street for the bus stop. "Oh, every day," he agreed. "Have a good afternoon?"

"Bit weird actually," Rose told him, a frown making her squint. "But Mickey's coming over for tea tonight, so I'll wait to tell the story until we're all together." She swung their hands between them and bumped the Doctor with her hip. "What about you? Anything big happen in your world since lunch?"

To her surprise, he hopped in place and nodded fervently. "I ran into an old friend of mine, actually," he told her, a silly grin on his face. "Always a surprise when that happens—I never really expect to see people again after they stop travelling with me."

A faint alarm went off in the back of Rose's head—that sounded an awful lot like he never went back to visit anyone. Which… She bit her lip. In eighteen months of travelling with him, they'd never gone back to see anyone he knew before.

"So tell me about them," she invited as they reached the bus stop.

The Doctor grinned. "Well, we met when she stowed away on the TARDIS," he began, and for the next hour, until they got off the bus at the estate, he regaled Rose with the story of his first adventure with Sarah Jane Smith.

If she hadn't had the Doctor's arm wrapped around her shoulders and his thigh snug against hers, Rose might have been jealous of the other woman. The affection in his voice when he talked about her was obvious, but so was the love in the way he absently ran his fingers through her hair. She caught a few smiles from the other passengers, and knew they would be "that cute couple on the bus" story for more than one person that evening.

Mickey was already at the flat when they arrived, his laptop plugged into the phone line. "Hey boss," he said when they walked in. "Is there another universal password, other than 'buffalo?'"

The Doctor shrugged his coat off and tossed it over the end of the couch. "Did you find something it won't work on?" He leaned down to see what Mickey was looking at.

"Yeah, look—see?"

Rose rubbed his shoulders. "I'll see if Mum needs any help in the kitchen. I'm rubbish at computers."

Mickey leaned back in his chair, a smirk on his face. "And you're better in the kitchen?"

"Actually," the Doctor said when Rose squawked indignantly, "she made a Barcelonian roast last week and it was excellent."

Rose kissed him quickly, then spun away to join Jackie in the kitchen. Mickey shook his head. "Excellent?" he muttered as he worked quickly at the keyboard.

"She's not the girl you knew before, Mickey." The Doctor pulled his specs out of his pocket. "Now, show me this website."

When the error message popped up on the screen, he reeled backwards at the familiar name. Torchwood!

"Boss? Boss!"

The Doctor grabbed onto the back of the chair and shook his head to get the timelines to settle down. "A few months ago—before Rome—Rose and I went back to Victorian Scotland. The house we stayed at was called Torchwood."

"It could be a coincidence?" Mickey offered.

The Doctor shook his head. "No. No, I don't think so. Because while we were there, we offended Queen Victoria so badly that she banished us from the realm. And now there's a secret government agency named Torchwood?"

He took his glasses off and slipped them back into his pocket. "I want you to poke around, as carefully as you can Mickey. See what you can learn about Torchwood."

The timelines shifted again, and he blinked a few times to clear his vision. Then he dropped his hand to Mickey's shoulder and squeezed. "Good job, Mickey."

Mickey's eyes widened, then he grinned cockily. "Not so much of an idiot anymore, am I?"

The Doctor laughed and shook his head. "No, Rose isn't the girl you dated, and you're not the idiot who dated Rose."

"I think you just implied dating me is an idiotic thing to do," Rose drawled.

The Doctor gulped and tugged on his tie as he turned around to face her, leaning in the doorway between the kitchen and dining room. "Rose!" he squeaked. "That's not… I mean… you had to hear the whole conversation!"

She finally laughed, and he slumped in relief. "I did," she assured him. "Mum says there's fifteen minutes left before the food is ready. I thought I could tell you about what I saw in the kitchen this afternoon."

The Doctor sat down on the couch and stretched his legs out in front of him, and Rose stepped over them to sit down beside him. Mickey had turned around in his chair so he was leaning over the back, and Rose smiled at how… normal it felt.

The two men listened intently as she told them about the vats of oil they used to cook the chips, and the obviously painful reaction one of the other dinner ladies had had when some of the oil got on her.

"And it wasn't hot?" the Doctor clarified. "Just room temperature, straight out of the barrel."

"Yep."

He pressed his tongue to the back of his teeth and hummed. "Well, I was already thinking about using the TARDIS to sneak into the school." He looked at Mickey. "Want to come with us? A little infiltration and investigation?"

Mickey's head bobbed eagerly. "Absolutely!" he said. "I've been waiting for this."

oOoOoOoOo

After dinner, with Jackie's dire warnings about the Doctor's driving ringing in their ears, Rose, the Doctor, and Mickey used the TARDIS to cross the short distance to the school. The Doctor double checked the coordinates before he opened the door, and when they discovered they'd landed in an empty classroom on the third storey, he led them down the back flight of stairs.

"Oh, it's weird seeing school at night," Rose muttered as they crept to the front of the building. "It just feels wrong. When I was a kid, I used to think all the teachers slept in school."

The Doctor stopped in front of the main staircase. "All right, team." He grimaced. "Oh, I hate people who say team. Er, gang. Er, comrades." Rose chuckled, and he pulled a face in response. "Anyway, Rose, go to the kitchen. Get a sample of that oil. Mickey, the new staff are all Maths teachers. Go and check out the Maths department. I'm going to look in Finch's office. Be back here in ten minutes."

After sending Rose and Mickey off on their separate tasks in the school, the Doctor climbed the stairs back to where they'd parked the TARDIS. Timelines had been in motion since he'd run into Sarah Jane that afternoon, and they were practically buzzing now. Although he hadn't been sure earlier if he wanted Sarah to know his identity, it didn't seem like he was going to get a choice—and he knew where he needed to be for that reveal.

He didn't have to wait long. He'd only been standing in the hallway outside of the room where they'd parked the TARDIS when Sarah Jane darted down the hallway, running from a pursuer he could hear flying through the storey beneath them. She was looking over her shoulder when she pulled open the door, and the Doctor could almost imagine how it would happen. Her, backing into the room, then carefully looking around. Seeing the TARDIS, which couldn't be mistaken for anything else. Shaking her head and stumbling out of the room.

"Hello, Sarah Jane," he said when she reappeared, right on time.

"It's you," she whispered. A smile spread across her face. "Doctor. Oh, my God, it's you, isn't it?" she asked as she walked towards him, taking in the body that was completely new to her. "You've regenerated."

"Yeah." He nodded and quickly counted backwards. "Half a dozen times since we last met."

An expression he couldn't place crossed her face, and he realised that statement made it obvious it had been much longer for him than it had for her.

Sarah Jane closed her eyes for a moment, then opened them and smiled at him. "You look incredible."

"So do you."

She shrugged, and huffed a sound of disagreement. "I got old." Her eyes narrowed. "What are you doing here?"

"Well, UFO sighting, school gets record results. I couldn't resist." He grinned when her eyes widened. "What about you?"

"The same."

They laughed together for a moment, old comrades joining up for a new adventure. Then suddenly her laughter broke on a sob.

"I thought you'd died. I waited for you and you didn't come back, and I thought you must have died."

"I lived." The Doctor swallowed back the stark loneliness Sarah Jane's words stirred up. That wasn't his life anymore; he had Rose now. "Everyone else died."

The harsh lines of hurt on her face softened into a confused frown. "What do you mean?"

He took a deep breath. "Everyone died, Sarah."

The words hung in the air for a moment, and the Doctor watched as she tried to process their meaning and eventually gave up. "I can't believe it's you."

A scream echoed up the hall, and the Doctor took off running, fear driving his speed even as he reminded himself that didn't sound like Rose's scream.

"Okay, now I can!" Sarah Jane said breathlessly as she kept pace beside him.

They ran into Rose around the next corner, and the Doctor scanned her quickly. No bruises, no bleeding… and no screaming. He let out a loud breath of relief.

"Did you hear that?" Rose asked, then she caught sight of Sarah Jane and her eyebrows went up. "Is this…?"

The Doctor beamed, the relief of knowing Rose was safe making him feel a little giddy. "Rose, Sarah Jane," he introduced. "Sarah Jane, Rose."

"Hi," Sarah Jane said as they shook hands, and the Doctor winced at her condescending tone. He could already see the fire in Rose's eyes. "Nice to meet you." She half-turned to face the Doctor. "You can tell you're getting older. Your assistants are getting younger."

The Doctor tugged on his ear. He could be clueless when it came to relationship things, but even he knew that letting his old friend call his… call Rose his assistant wouldn't go over well.

He rubbed his index finger over his eye. "Actually, Sarah, Rose isn't... She's... We're..." Finally, he took Rose's hand and hoped that would forestall any other questions on their relationship.

Sarah Jane nodded brusquely. "Get you, tiger."

The Doctor felt Rose stiffen, and he brushed his thumb over hers. She relaxed a little, but when he shot her a sidelong glance, her lips were still pressed together in a thin line. He looked at Sarah Jane on his other side and saw a matching expression on her face.

It didn't take the ability to read timelines to know this was going to be a very long night.

He pointed towards the stairs. "Come on, I think that came from this direction."

They found Mickey in a classroom, standing in front of a cupboard, the contents of which were spread out on the floor around him. "Sorry! Sorry, it was only me. You told me to investigate, so I started looking through some of these cupboards and all of these fell on me."

The Doctor crouched down on the floor, and when he picked up a few of the individually packed items, Rose recognised them. She couldn't help her recoil, even though she wanted to be dauntless in front of the Doctor's old friend.

"Oh, my God, they're rats," she muttered. "Dozens of rats. Vacuum packed rats."

"And you decided to scream," the Doctor said as he pushed himself up.

"It took me by surprise!" Mickey squeaked.

"Like a little girl?" the Doctor mocked

Rose stood in between him and Mickey. She'd seen the fear in his eyes when they ran into each other and she knew what he'd thought when he'd heard the scream, but she wasn't going to let him take it out on Mickey.

"Stop it," she said firmly. "I know you were worried—yes, you were," she said when he opened his mouth. "But that doesn't give you the right to have a go at Mickey."

Mickey straightened and tugged on the hem of his jacket. "Thank you, Rose."

She pointed to the rats on the floor. "Does anyone notice anything strange about this? Rats in school?"

"Well, obviously they use them in Biology lessons—they dissect them." Sarah Jane smirked at Rose, superiority written in every line of her body. "Or maybe you haven't reached that bit yet. How old are you?"

The Doctor opened his mouth, but Rose ignored him. She didn't care if he was going to defend her; this was the second time Sarah Jane had made a dig about her age. She'd let one go by at his request, but not again.

"Excuse me, no one dissects rats in school anymore. They haven't done that for years." She tilted her head back and let a small victorious smile cross her face. "Where are you from, the Dark Ages?"

"Anyway, moving on," the Doctor said loudly. "Everything started when Mr. Finch arrived. We should go and check his office."

As they walked to the headmaster's office, Rose took a few deep breaths to get her anger under control. Anger and disappointment, really—the way the Doctor had talked about Sarah Jane that afternoon, she'd sounded like a potential friend. Considering she could count on one hand the number of people she could actually talk to about her life, the potential of adding to that list had excited her.

But instead, Sarah Jane seemed to have taken an immediate dislike to her. Rose didn't understand her fixation on her age, since compared to the Doctor, they were all young. She cast a sidelong glance at the other woman and wondered if there was something else upsetting her, something she didn't want to talk about.

What they found in the headmaster's office drove all the resentment from her mind, at least for a few minutes. Mickey led the way, running from the bat creatures hanging from the ceiling, but Rose wasn't far behind.

An hour later, she and Mickey were sitting at a table at the back of a cafe while the Doctor and Sarah Jane tried to get her metal dog to work. Rose didn't mean to eavesdrop, but the building was too small not to overhear most of their conversation—and what she heard made her sick. Not only had the Doctor never been back to visit Sarah Jane, he'd just dropped her off one day, without really telling her it would be for good.

She dropped her fork, suddenly not interested in chips. Well, that explains her attitude at least.

"Hey."

Rose looked up at Mickey.

"I know it's a weird feeling, seeing him talking to the ex, but you've got nothing to worry about, Rose. Trust me—he's so gone for you, it wouldn't even cross his mind."

Despite herself, Rose had to smile at that. "That's not what I'm worried about, Micks," she muttered. "I know he wouldn't cheat." She took a deep breath and leaned forward, so she was almost talking to the table instead of her mate. "He told me about Sarah Jane today," she explained. "And he sounded so happy to see her again, but… well, have you been listening?"

Mickey nodded.

"He could've gone back any time over the last few hundred years, and he just… never did," she whispered. "What if he does that to me one day? What if he just… decides that this life is too dangerous for me, or something, and he sends me back?"

Mickey looked at her soberly. "Then we'll figure out a way to get you back to him. We've done it once; we can do it again."

Rose sighed and shoved her hair back. "I don't want to keep… forcing myself on him if he doesn't want me around."

Mickey snorted. "I promise you babe, if he ever does send you home like that, it won't be because he didn't want you around."

The Doctor's cry of success interrupted their conversation, and Rose shrugged when Mickey raised his eyebrow. She tossed her chips into the bin on the way by.

"Rose, give us the oil," the Doctor requested, his hand outstretched.

She pulled the jar out of her coat pocket and dropped it into his waiting hands. "I wouldn't touch it, though," she warned. "That dinner lady got all scorched."

"I'm no dinner lady," the Doctor scoffed, then a glint of amusement lit his eyes. "And I don't often say that." He unscrewed the lid and dipped his finger into the greenish oil, then smeared it over the metal dog's probe. "Here we go. Come on, boy. Here we go."

"Oil. Ex- ex- ex- extract. Ana- ana- analysing."

"Listen to him, man." Mickey laughed. "That's a voice."

"Careful. That's my dog."

Sarah Jane's automatic defence gave Rose another possible glimpse of her future. What if he didn't leave her alone? What if he left something like K9 with her? A pet to remind her of the good times.

K9's voice pulled her out of her spiralling fears. "Confirmation of analysis. Substance is Krillitane Oil."

The Doctor sucked in a breath through his teeth. "They're Krillitanes."

Rose rested her hand on his back and felt the tension in his body. "Right… how bad is it?" she asked.

He raked a hand through his hair. "Very. Think of how bad things could possibly be, and add another suitcase full of bad."

"And what are Krillitanes?" asked Sarah Jane.

"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," the Doctor explained rapidly, gesturing as he spoke. "You've got 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." He crossed his arms over his chest and shook his head. "That's why I didn't recognise them. The last time I saw Krillitanes, they looked just like us except they had really long necks."

The history was fascinating, but there was a more pressing question. "What're they doing here?" Rose asked.

"It's the children." The Doctor clenched his jaw and the muscle twitched. "They're doing something to the children."

That dismal proclamation settled over the group. It was Sarah Jane who shook them out of their gloom and doom. "Well, we aren't going to solve anything sitting here all night," she said briskly. "And since I know for a fact that the TARDIS is locked up in the school, I'd like to invite you to stay with me for the night. We can get up early in the morning and make plans over breakfast."

"I'm in!" Mickey said quickly. Rose grinned at him. "And before anyone says it, I do not automatically agree to everything that involves food."

The Doctor and Rose exchanged a long look, and Mickey knew they were having a conversation without words. Finally, he nodded. "Thank you, Sarah. I doubt Rose's mum will expect us back at the flat tonight anyway." He sniffed. "She probably thinks I've gotten us lost in the Dark Ages. No confidence in my driving, that one."

Sarah Jane smiled, then gestured to K9. "Can you help me carry K9 back to the car?" she asked Mickey.

Mickey helped her pick up the robot and carry him out of the cafe. "So what's the deal with the tin dog?" he asked as they loaded him into the back of Sarah Jane's car.

Sarah Jane sat down on the open hatch. "The Doctor likes travelling with an entourage. Sometimes they're humans, sometimes they're aliens, and sometimes they're tin dogs. What about you?" She studied Mickey briefly. "Where do you fit in the picture?"

"Me?" Mickey rocked back on his heels, a proud smile on his face. "I'm their Man in Havana. I'm the technical support. He's got me looking into this shady government agency right now. I stumbled across it while I was trying to find information about this school."

Sarah Jane stood up and closed the boot. "Do you mean Torchwood?"

Mickey's head shot up. "Yeah! Yeah, I do. Do you know anything about them?"

She shrugged. "Not much. But when we're done with the school, why don't you come around to my house and I'll tell you what I've managed to dig up."

"It's a deal!"

oOoOoOoOo

The Doctor had been itching to ask Rose all night why she'd been so quiet—even though he suspected he knew the answer. After they left the cafe, he turned to face her and took both her hands in his.

"What's bothering you, sweetheart?" he asked quietly.

She shrugged, but didn't look up at him.

"Rose?" he prodded.

"It's just…" She looked at him finally. "You left Sarah Jane behind. Just brought her back to Earth and left her." She licked her lips. "Is that what you're going to to do me one day?"

The question felt like a slap in the face, even though the Doctor knew it was a logical one. "No," he shot back. "Not to you."

A furrow appeared between her eyebrows."But you told me about how brilliant Sarah Jane was, and you left her behind. How am I any different?"

The Doctor shook his head. "Well, for a start I wasn't in love with Sarah Jane." She smiled weakly at him. "Rose…" He squeezed her hands. "I've never done this with a companion before. I've had feelings for a few, but it never got any farther than that."

Rose's shy smile was his reward. Then she raised an eyebrow and said, "Don't think I didn't notice that you didn't actually answer the question."

The Doctor sighed and pulled one of his hands away to rake it through his hair. He really hadn't wanted to get into this with her. "I don't age. I regenerate. But humans decay. You wither, and you die." He reached out and cupped her jaw in his hand. "Losing you, love… it's going to devastate me."

Rose turned her head and pressed a kiss to his palm, then she stepped forward and wrapped her arms around his waist. "As long as the choice is up to me, Doctor, I'm never going to leave you."

The conditional clause hurt more than he wanted to let on, but the raspiness of his voice gave him away. "You can spend the rest of your life with me," he promised, and the lingering doubt in her eyes finally disappeared. "But I can't spend the rest of mine with you. You'll be gone one day, and I'll have to live on… alone." He swallowed hard. "That's the curse of the Time Lords."

"Time Lord."

The Doctor heard the whispered words from above, and looked up just in time to see a Krillitane swoop down on them. He wrapped a protective arm around Rose as they ducked for cover, but instead of attacking, the alien flew off into the night. They straightened up, but he kept his arm around her waist, holding her close.

"Was that a Krillitane?" Sarah Jane gasped.

"But it didn't even touch us." Rose put a hand on his chest and looked up at him. "It just flew off. What did it do that for?"

The Doctor looked up at the building across the street and easily spotted the shadowy figure of Mr. Finch. "It was a warning," he said curtly. "Come on. Let's go."