a/n: This is a WIP that I have posted elsewhere but am adding here. This is a complete AU with aspects of X-Men integrated. This is Ten/Rose centric with Donna, Martha, Harriet Jones, Jack and many others.

Disclaimer: I do not own Doctor Who and do not profit from this fic or any of the characters contained therein.

As the cab pulled up to the ornate black iron gated entrance to the Gallifreyan Academy for The Gifted, Rose had an odd feeling. It wasn't the first time she had one of her "feelings" as her mum liked to call them. Jackie Tyler had told her stories about Nan Prentice and how she was renowned in her village for being able to see into people and their lives. Rose had always rolled her eyes at that. She'd never seen into anyone and why would she want to. Rose also wasn't thrilled being sent away to this snooty school. She wasn't even sure how she qualified as she didn't remember taking any entrance exams after she'd completed her GCSEs, but her school counselor explained that one of her teacher's had submitted her name for consideration. Rose thought that odd but shrugged it off. Perhaps she hadn't pissed off as many of her teachers as she thought she had. Her mum, of course, had been ecstatic that her daughter qualified to attend a private school free of charge. Jackie had bragged to all their relatives about how special her daughter was. Jackie wasn't as thrilled that it was a boarding school so far from their flat and wept at the thought of sending Rose away. Rose had tried to tell her she didn't have to go and could stay on the estate, get a job and help her mum out. She'd heard Henrik's was hiring. Jackie wouldn't hear another word about it. Her daughter was gong to be educated. Of course, that was soon followed by a lecture of not allowing it all to go to her head or to get airs and graces and how Rose should always remember where she came from.

Thus, Rose found herself standing at the impressive double doors of the mansion like structure as the cab drove away and wishing she'd told the driver to turn around. But, she was Rose Tyler and she didn't back down from a challenge. She never had run away from adversity and she wouldn't start now. If her mum wanted her to give this a go, then so be it. She'd just see how things went. With a sigh, she adjusted the rucksack on her shoulder and walked up the steps of the austere gray stone mansion that looked like some medieval castle. A few steps from the massive bright blue doors she hesitated as she watched one of the doors creak open and a middle aged woman with a kind face step out. She was taller than Rose, with short brown wavy hair, dressed in a long gray skirt, white dress shirt and light pink cardigan.

"Well now, you must be Rose. Welcome to the Gallifreyan Academy for The Gifted. I'm Harriet Jones, school administrator." Harriet held her hand out to Rose.

Rose sighed, stepped up to Harriet and shook her hand and followed her inside. The interior of the building was even more grand than the exterior with polished white and gray marble floors, tall cathedral-like ceilings, walls paneled in rich wood with ornate trim and covered in tapestries, massive paintings and dotted with old fashioned wall sconces. The rooms were decorated with heavy, antique dark wooden furniture upholstered in velvets and other heavy ornate fabrics and marble statues dotting the rooms. Rose barely heard what Harriet was telling her about the history of the house until they reached the main stairs to the upper levels. She was a bit overcome by the massive scale of everything and the feeling of being in a museum.

"It's a bit much to take in isn't it?" Harriet asked, noticing how quiet Rose had become.

Rose finished turning around in a circle looking at everything and faced Harriet. She was overwhelmed. This place was so not her. "Yeah, it's um real posh."

Harriet smiled. "Yes, I suppose it is but I assure you, it's quite homey as well. We like to think of everyone at the Academy as one big family. We're fortunate to live amongst such history. Oh, if these walls could speak, the stories they would tell," she said wistfully and then turned back to Rose. "Now then, you must be weary from your travels. Why don't I show you to your room," she said with an enthusiastic nod and proceeded to march up a grand sweeping staircase, the click clack of her shoes echoing in the cavernous room. Rose followed after Harriet thinking how you could fit at least five people shoulder to shoulder walking up these steps and still have room. She also wondered where all the students were. This was the quietest school she'd ever been in and it unnerved her. Rose wasn't the loudest person but she was accustomed to having a telly blaring, neighbors rowing, the sound of traffic and the city around her. This was uncomfortable. She shifted her rucksack and followed Harriet.

The stairs seemed to go on forever and Rose wondered how many levels there were to this house. At the first landing there were two more flights to her left and right. Harriet guided her to the left and they continued up the dark wooden stairs, some of which creaked when you stepped on them. There were floor to ceiling paintings along this dimly lit staircase. Perhaps it was the old and imposing feeling of the house, but Rose swore the people in the paintings were watching her. She shivered and tried to shake it off chastising herself for being spooked. Still, there was something odd about this house.

After walking up yet more stairs then down several halls making at least two turns in the maze-like hallways, they reached a dark wooden door with a white plaque with a circular symbol on it. Harriet opened the door and again gestured for Rose to enter. It was a good sized room with two beds and ensuite. It was like the rest of the house with some wood paneling on the walls, mixed with some of the same stone the house was constructed from. The floors were wooden but covered with some Persian rugs and there was a large fireplace on one side of the room with relief work of flowers, vines and cherubs surrounding it. Above the mantel was a painting of landscape of a pasture with unicorns and a young blonde girl dressed in a flowing gown reaching out to them. The rest of the room was decorated in a more feminine style. It was obviously already occupied by someone who enjoyed fashion magazines and with a polished modern taste. The bed on one side of the room looked like something she'd seen on telly and the vanity mirror and bottles of cosmetics were equally upscale. It was tidy but not pristine so at least whoever she was sharing a room with wasn't a neat freak which was fine by Rose as she was not known for her domestic skills.

"You'll be sharing with Donna Noble who is one of our upperclassman. We try and pair new students with someone who can show you the ropes so to speak. Donna is one of our bright stars and quite…agreeable," she said hesitating. "I'm sure you'll get along famously. As you can see, you have the bed on the right. Feel free to make yourself at home here. Although, I doubt you'll spend much time in suite, most of the students spend time elsewhere on the grounds. The Academy provides a wide array of activities in addition to your studies to keep you occupied. Donna will show you around and escort you to classes tomorrow." Harriet walked over to Rose and put a hand on her shoulder. "We're very happy to have you here, Rose. Please don't hesitate to ask for me if you need to talk to someone. I know how much of an adjustment this can be and well, I just want you to know there's nothing you can't talk to me about."

Rose nodded and looked around the room again. "I'm sure I'll be fine. I'm…um glad to be here," she said awkwardly and not really meaning it.

Harriet nodded and looked uncertain. "Yes, well, I'll leave you to get settled. If you need anything before Donna arrives, there's a call button by the door."

"'Kay, thanks," Rose said again, twisting a ring on her finger nervously as Harriet shut the door behind her. Rose fell back on the dark blue jacquard duvet and looked up at the wooden ceiling. Her only thought was how much she didn't belong here. She looked over at Donna's bed noting the nice clothing draped across it and then looked at her own pink t-shirt, hoody, washed out jeans and scuffed up trainers. She was an estate girl. How would these brilliant and probably rich kids from god knows where treat her. It wasn't like Rose hadn't mingled with people from wealthier backgrounds before. She knew very well the differences between them and how some of them took pleasure in pointing those differences out to her. She looked down at her ring which had belonged to her dad's mum. She'd never known either her dad or his family. Her dad died when she was a baby and his family was all gone now too. It was just she and her mum who she missed already. She pulled out her mobile and texted her mum that she was here and how nice the school was. There was no need making Jackie feel bad because Rose was unhappy. She would try to make this work, to make her mum proud.

dwdwdwdwdwdwdw

Rose had barely unpacked when the door slammed open and in strode an annoyed looking ginger haired girl. She was older than Rose with shoulder length fiery hair and blue eyes. She threw down an over the shoulder brown leather designer bag and stared at Rose.

"You the new girl then?" she asked with a somewhat demanding tone.

Rose leaned against the bed. "Yeah, I'm Rose Tyler. Guess you're Donna my roommate?"

"Well who else would I be?" she snarked back and looked at Rose's bed with her rucksack and a few things spread out on it. "That all you brought?"

Rose looked down at her clothes and bag and back at Donna with a bit more attitude. "Yeah, that's about it. I don't need much and 'sides, I'll be goin' home to visit my mum anyway."

Donna snorted as if she didn't believe her. "Well don't be thinkin' you can borrow anything, and especially not without askin." Rose glared at her and Donna responded with more attitude. "Look sunshine, I didn't ask for a roomie and the last one that was here didn't understand personal space as in keep out of it. I'm only doin' this for Harriet."

"Fine," Rose snipped. "You stay outta my space and I'll stay outta yours. Now excuse me but I got stuff to put away." With that Rose turned her back on the obnoxious ginger and continued unpacking the few things she brought with her.

"Freshmen," Donna muttered and went back to her side although kept looking over at Rose as she unpacked a few books out of her bag. After a while Donna sighed. "Look, I have to go meet some friends in the library to work on a project. You can tag along if you want."

Rose wasn't anti social but she was out of sorts here already and somehow tagging along with her abrasive roommate was not something she wanted to do. "That's okay, think I'll just have a look around after I'm unpacked."

"By yourself?" Donna asked almost in disbelief.

Rose shrugged. "I'm pretty good at finding my way."

Donna heaved a heavy sigh. "Look, Rose is it? Maybe we got off on the wrong foot but you can't just go wanderin' off by yourself in this place. I mean maybe you don't get it but it's flippin' enormous and if you don't know you're way around, you will get lost."

"I'll be fine. I can take care of myself," Rose retorted defensively as she focused on folding a t-shirt.

Donna's face softened for a moment. It was like she saw something in Rose she recognized and felt bad at having gotten off on the wrong foot with her. "I'll bet you are but this place is a bit well alien you might call it. It's not the easiest to get around even when you've been here as long as I have. Maybe Mickey can show you around. He's been here long enough, even if he has a bit of an ego," she said and rolled her eyes.. "Get past that and he's all right."

Rose turned to her with less attitude. "You don't have to, you know. I mean I don't want to be a burden and I really am good at lookin' after myself."

Donna smiled at her. "Naw, you'd be doin' him a favor, givin' him a chance to show off. I promise, he's the least annoying person here and trust me, that's saying a lot!"

Rose nodded and Donna pulled out her mobile and texted Mickey who was there in under five minutes flat knocking on the door. Rose liked him immediately. He was about her height, dressed in a video game t-shirt, jeans and trainers. He had friendly smile and a mischievous sparkle in his dark eyes not to mention he was nice to look at too.

"You must be, Rose!" he said and practically bouncing into the room to Donna's look of annoyance.

"Oi! Tech boy!" Donna snapped at him. "Take it easy on the new girl. Just show her around a bit and I don't mean dump her in the computer lab either. I mean give her a proper tour, show her the ins and outs."

"Oh, come on Donna! Like I would do that to this lovely example of womanhood," he said and winked at Rose.

"You've been hangin' around Jack too much. Just mind your manners and give her the basics. Have her back here in time for dinner."

He saluted her and she shook her head in response. "Don't make me come lookin' for you. Just be back here on time and remember, this is her first day. No funny stuff!" she said and poked him in the chest.

Rose watched all this amused at their interaction. Apparently, Donna had decided to look out for her much to her surprise. She had initially thought Donna another rude privileged snob but now she could see there was something more to this Donna Noble. Rose couldn't quite put her finger on it but underneath that hard biting personality was a caring, kind person and maybe someone she could be friends with after all. Donna turned once more to Rose before she left. "Don't let this lunk force you into being a cheerleader for his little nerdy gamer group. I'll see you at dinner."

Mickey grinned broadly at her. "Don't let Donna the Dragon boss you around."

"I heard that!" echoed down the hall which made him smile even broader. "Come on, Rose, you are 'bout to get the Mickey Smith tour of a lifetime! I'll show you all the cool stuff no one else will." He grabbed her hand and pulled her out into the empty hall. Rose couldn't help but smile enthusiastically. Maybe this place wasn't so horrible after all.