a/n: Thanks to Bittie752 who helped me get past my block on this chapt. so hugs for Bittie! Also, for the guest reviewer who asked about Rose's ability - this will be revealed soon, violently and much to her shock. Thanks for reading.

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

After the fireworks debacle on the roof, Donna had interrogated Rose about where she was and what happened. Donna had rolled her eyes several times when Rose mentioned the Doctor or "Spaceman" as Donna liked to call him. She winced when Rose mentioned Reinette. Apparently, there was some history between them and not the good kind. Rose did not tell Donna she almost kissed the Doctor. She had a feeling Donna would have lectured her and she wasn't up for it.

Rose was doing a good enough job of lecturing herself. How he had shown up and pulled her back to his private star viewing corner of the roof had been a bit surreal and at the time, she thought it romantic. All of his subtle flirting while babbling about stars and his telescope, had been appealing and different. Then, there was that undefinable attraction she felt for him. There was just something about him that tugged at her. Of course, then Reinette had showed up. After listening to Reinette spout off about her being one of many and then watching the Doctor react to Reinette's allegations, it had rubbed Rose the wrong way. She wasn't sure she believed a word out of Reinette's mouth but, enough was said to raise her doubts about the Doctor. She didn't want to be another in a long line of girls he'd seduced. She had more respect for herself than that. She knew some people may accuse Jack of doing just that with her but that wasn't the case. Jack made everyone feel special and respected. She wasn't so sure about the Doctor.

He seemed to act as if he was different from everyone else here, maybe even above them. He didn't socialize with the other students very much. Jack was one of the few people who seemed close to him. He had a reputation for being a genius who had little patience for anyone who didn't keep up with him. There was also Reinette who liked to keep him all to herself. It made Rose question what type of person was he? Who was the Doctor anyway? Did he have super powers or talents like the other students here? He fascinated her but also was a bit of an annoying enigma. She didn't understand how she could be drawn to him but still feel like something was missing. She had a good sense of most of the people she'd met at school except for him. It made her wary.

Jack, on the other hand, was an open book. He was charming, handsome, fun, a flirt and mostly open. He held some things back but it didn't strike Rose as if he was hiding something bad. It was more like Jack didn't let everyone get too close to his heart. Oh, he was friendly with everyone and especially kind to her. They snogged but it wasn't like a consuming passion. It was more like a more intimate version of flirting, only one that fulfilled a physical need. She was attracted to Jack and given time, she was sure she could fall for him but she wasn't sure she wanted that. He was charming and easy to talk to but there wasn't the same connection to him as she felt for the Doctor. It was a little frustrating to her.

Donna wasn't a fan of Rose dating Jack. Every time she caught them snogging, she felt it her duty to remind Rose that she was not the only person Jack snogged. Rose knew this. She appreciated Donna looking out for her but wasn't going to let her friend dictate who she snogged or spent time with. Jack was her friend and confidant and nothing was going to change that. Donna was also turning into a good friend. She took Rose under wing and was a vehement defender against anyone who put Rose down. It made Rose wonder if Donna's special talent was something to do with protection. Not, that she ever asked Donna. Talking about anyone's special talent was sort of taboo here unless they volunteered to mention it first. That being said, Rose felt that Donna must have some sort of super talent at protecting people. She certainly could cut anyone down to size in a just a few words. She'd watched Donna go after that pompous git Adam one day when he made fun of Lee. That had been a thing of beauty as she watched Donna tear good all Adam a new arsehole.

Things had calmed down over the next few days until right before dinner one evening when there was a knock at the door. Donna tossed down her iPad and with an annoyed sigh and went to find out who it was. It was the Doctor. Rose watched in amazement as Donna put him through the ringer.

Donna crossed her arms and looked the Doctor up and down while he fidgeted and tugged at his hair. "Can I help you or did you just come here to fidget and let your mouth hang open like a fish out of water?" she asked in that demanding way only Donna could.

"Donna!" he finally spit out. "You live here."

Donna rolled her eyes. "Obviously. What do you want, Spaceman?"

"Yes, course you live here and with Rose. Uh is she here?" he asked, trying to look around Donna.

"What if she is? What do you want with her? Wasn't that little escapade on the roof enough or do you and Reinette wanna put on another performance for her whilst making her feel like dirt?"

Rose heard him sigh. "Donna, don't. I just need to talk to her."

"Oh don't you Don't me! You're not gonna drag Rose into the middle of your domestics with that fussy blonde cow, Reinette. Rose deserves better than that!" Donna said in a hard tone and poked her finger into his chest in emphasis.

The Doctor was flustered but looking annoyed. "Yes, Donna! I know!"

"Do you? Cause from what I've seen and heard, you've acted a right prat! No, make that a stodgy, stuck up prat locked away in your lab and only barely finding it worth your while to come out and socialize with us lesser beins!"

"That's not how it is," he defended, his voice low and serous. "You know how important the project is. I have to focus and I don't see you or anyone else here as lesser than me. I mean sure I'm the most brilliant person in the school and…"

"Zip it!" she interrupted. "Before you stick your foot in it any further. Look, just stay here." Donna shut the door in his face and turned to Rose.

"Well? Do I toss him out or do you want to talk to him? I wouldn't blame you if you wanted to tell him to piss off."

Rose couldn't help but smile at Donna. "Naw, I'll talk to 'im. It's okay." Rose straightened herself up and fussed with her hair while Donna shook her head and muttered how he wasn't worth it.

She opened the door and the Doctor just about fell on top of her, catching himself on the door frame. He stood up and stared at her. "Rose! I was just here to see you!" he exclaimed.

Rose did her best not to laugh at how nervous he was. "Yeah, I heard. So, what do you want?"

He tugged at his ear and Rose couldn't help but feel her heart beat a little faster. He was so adorable in his pinstripe suit and trainers with his gorgeous hair all mussed up from what she assumed was him tugging at it nervously.

"Can we take a walk and talk?" he asked.

Rose bit her lip. "Your barmy ex isn't around is she 'cos I could do without another run in with her? I'm not about to let her talk to me like that again."

The Doctor shoved his hands in his pocket and sniffed. "No, Reinette and I aren't talking and I don't wanna see her either. Rose, I'm sorry for the other night. You didn't deserve that and if you would give me a chance, well, we could maybe talk a bit and get to know each other."

Rose couldn't resist his boyish charm. He did apologize and seemed genuine about it. She nodded her head and looked back in the room.

"Donna, I'll be back in a bit."

Donna looked unhappy. "A bit better mean an hour 'cos it's lights out and I'm not spendin' all night worrying about what Spaceman is up to with you." She wrinkled her nose then. "Scratch that, I don't wanna know. Just be back here in an hour or I'll have a rescue party out after you. Got it?"

Rose grinned. "Yes, Ma'am!" Donna glared at her while the Doctor grabbed her hand and tugged her down the hall and down several flights of stairs into the basement. She pulled away from him when he aimed the sonic screwdriver at a door which clicked open. He turned toward her expectantly. Rose crossed her arms and looked from the darkened doorway to him.

"I'm not goin' in there until we get some things straight."

"Rose, it's just my lab. I thought we could talk inside and I could show you what I've been working on."

"Right, cause you need a new assistant?" Rose shot back, determined to not let him get the upper hand.

His shoulders slumped and he sighed, pinching the bridge of his nose. "Rose, please. It's not like that at all."

"Then what's it like?" Rose asked, her voice a little softer.

He looked over at her. "You're different. I've watched you around the school. You have determination and you're clever, far more clever than you give yourself credit for. You greet everyone with a smile, even the ones that are rude and annoying. There's something special about you Rose Tyler and…" he trailed off and paused looking down for a moment before looking back up at her. "I like you. Most people here are all tied up in themselves but not you. I'm sorry Reinette said those things. She was wrong. You are no one's conquest. You're…well you're Rose."

Rose looked at him fidgeting and trying to explain to her why they were down there. Finally, she took pity on him. "That's the sorriest excuse for an apology I've ever gotten." She rolled her eyes at his look of confusion. "You're sorry that you let Reinette talk to me like that and didn't stand up for me. You're sorry you're such a pompous, arrogant git and you're sorry it took you this long to come to talk to me."

"Uh yes, that. I am sorry," he said, looking nervous but then he straightened and looked at her calmly. "But, I'm not sorry that I pulled you away on the roof to spend time with me and I wished we'd had more time that night." He took a couple steps forward toward her. "And I'm not sorry that I'm here with you now."

Rose looked into his soulful brown eyes and felt his sincerity. She also felt that connection flare to life. There was just something about him and she didn't think she could walk away even if she tried. "All right. So show me this mad scientist thing you have goin' on down here," she finally said.

He grinned brightly at her. "Rose Tyler, I'll have you know that this is far from a mad scientist thing!" he enthused and grabbed her hand to pull her into his lab. "Welll, maybe a bit mad but not like that. I mean mad as in genius and innovative!"

The lights flickered on and Rose took it all in. There were tables filled with beakers, test tubes, lab equipment as well as mounds of wires, half taken apart toasters, microwaves and a hair drier or two. There were computers lining one wall and a giant glass globe with blue sparks of electricity flashing inside. There was also a small counter off to the side with a mini refrigerator, coffee and teapots and a sink filled with dishes. It wasn't until she saw the hammock off to the side and shelves of books along with some clothes hung off some bare metal pipes running through the ceiling that she realized he lived down here. It tugged at her heart. She looked up at him to find him grinning widely at her and filled with enthusiasm.

She smiled softly at him and squeezed his hand. "This is amazing," she said. She looked around more and noticed there were other doors and darkened corners and crevices. "This place goes on forever."

"Oh yes! It's bigger than it looks. Come along, I want you to meet someone!" he said and pulled her off to the side where a silver metal dog rolled up to her. He had K-9 emblazoned on the side in black lettering. K-9 looked like a metal box with a metal fashioned dog head stuck to it. Two mini antenna dishes were his ears and he had a red rectangle on the front of his head that Rose thought must be eyes.

"Rose Tyler, may I present K-9!" He practically bounced as he said it.

Rose smiled and knelt down so she was eye level with K-9. "Hi," she said and waved, still examining him.

"Mistress," a mechanical voice said and the antenna like ears twisted.

Rose grinned and laughed. "You can talk!"

"Affirmative, Mistress, I am K-9 Mach 3 mobile cybotronic companion and caretaker of the Doctor."

Rose giggled in delight. "I'm sure you are and that must be quite a task."

"Affirmative."

The Doctor had watched the two of them with a happy expression. "K-9, add Rose to the list of approved organic intelligence with command authority Level 1."

"Affirmative, Master. Rose Tyler added to authorization command matrix."

Rose looked up at the Doctor. "What?"

The Doctor looked away tugged at his ear nervously. "Well, I just thought if you were ever in need of…I dunno a flux capacitator, you could pop in to borrow one. Or, you know if you needed to talk you could stop by, no invite necessary," he said and looked at her nervously.

Rose smiled shyly at him. "Thanks. Never know when you might need a flux capacitator." She looked back at K-9. He's brilliant, Doctor. I love him."

The Doctor was practically bouncing and filled with a lightness that she hadn't seen in him before. After that, it was a whirlwind tour of his lab. Rose found herself unable to stop smiling and laughing at some of his experiments which ranged from an artificial intelligence mini fridge which automatically rearranged itself based on items you used the most, was self-cleaning and kept items at their optimum temperature to a macro kinetic extrapolator which Rose didn't understand, to the Doctor's pride and joy, the Jamerator, which took any fruit you fed into it and turned it into instant jam. He had a myriad of such inventions large and small and hinted that there were more in his secondary storage.

His enthusiasm was contagious and the two of them stood side by side as he spewed technobabble the likes of which Rose had never heard and yet, she loved it. He never talked down to her and didn't hesitate to explain things in terms she would understand. Rose could have spent the rest of the night just listening to him but her mobile vibrated in her pocket with a warning message from Donna.

"I'm sorry, but I gotta go. Donna's right. I have class in the morning," she said hesitantly. He looked disappointed but then cheered up.

"Of course, sleep, you sort of need that. You can come back tomorrow…if you want," he said and shoved his hands in his pocket looking unsure.

"I'd love to!" she responded enthusiastically.

"Brilliant!" he said, grinning like a loon. "I'll just walk you back then, shall I?"

Rose slipped her hand in his and it was the most natural thing for them to walk hand in hand. Little did they know that someone was watching them, someone who was not pleased to see them growing closer.

dwdwdwdwdwdwdw

The next few days were some of the happiest Rose had spent in a long time. She was doing well at school, even in maths. She was being integrated back into Mr. Delaware's class and after a few awkward minutes she realized she understood what he was teaching. Even Adric's snivelling quips didn't bother her and when she was called on by Mr. Delaware, she answered with confidence, much to his surprise, correctly. All in all, despite the rocky start and her continued observation of the quirkiness and odd talents of her classmates, she was settling in. She still had lingering doubts as to why she was there as she pondered her classmates that could freeze water with a thought, could seemingly turn invisible at a whim or even walk through walls as if they weren't there. No one ever discussed these abilities other than Amy and Rory the night of the fireworks. It seemed almost a taboo topic so Rose was afraid to bring it up and shatter her somewhat peaceful existence at school.

Rose spent as much time down in the Doctor's lab as she could which wasn't as much as she wanted. His experiments were always fascinating if not explosive. His enthusiasm never waned and he seemed to enjoy babbling on a variety of topics of everything from the names of stars, films, books, a mathematical equation proving the possibility of time travel and the recipe for the perfect banana smoothie. Rose was completely smitten with him. It wasn't just that undefinable attraction she felt, it was his personality and wit. He was funny and interesting and kept her smiling but even better, he also listened to her. He asked her opinion on things and made her feel smart and not just like a nobody girl off the estate.

Spending time with the Doctor, meant that she spent less time with Jack. Rose never really talked to anyone about her visits with the Doctor. Donna, knew of course, but she wasn't one to gossip about such things. It was a surprise the day Jack waltzed into the lab to find her giggling with the Doctor. It was also the day Rose realized that her feelings for the Doctor were reciprocated.

"Rose," Jack said, not acting at all surprised but there was another look in his eyes, concern and maybe a little bit of jealousy. Jack walked up and kissed her on the cheek just like he always did. He was Jack, friendly and flirty and this was his nature. The smile fell from the Doctor's face and a darkness filled his eyes as he stared at Jack. Rose involuntarily shivered as if someone had walked over her grave. It was an odd feeling she'd never felt before and something tingled in her mind. She looked at him and it was like the room faded away and it was just the three of them isolated from anything around them. Her first thought was that he was jealous. A slight thrill went through her when she contemplated that he was jealous because Jack kissed her. That didn't last long. She didn't belong to anyone and he hadn't exactly asked her out. She could kiss whoever she pleased even if he was the one she really wanted to be snogging.

The Doctor's tone was clipped when he finally spoke. "Did you need something, Jack?"

"Just thought I'd check and see if you needed a hand with…the project," Jack said, hesitating and indicating a locked door to the right.

At this point, Rose decided perhaps she should intervene to break the tension and by the tone of their voices and body language, they weren't just tense but verging on some testosterone addled stand-off. "Jack, the Doctor was just showing me this new setting on his sonic screwdriver. It resonates concrete."

"Oh, I'm sure he was," Jack answered, still looking at the Doctor and then he turned to Rose. "You didn't tell me the Doctor invited you down into his lab."

"Is she required to tell you everything?" the Doctor asked with an edge to his voice.

"No, of course she's isn't. I hadn't seen her today and was worried. I care about Rose."

"And I don't?" the Doctor snipped.

Jack looked smug. "I'm not the one who shoved her aside so I could argue with my girlfriend on the roof making Rose feel like second best."

That was all it took to set the Doctor off. "Ex-girlfriend, if you could even call her that. And Rose isn't second best and perhaps if some pretty lothario hadn't gotten in the way I could have told her that."

Rose sighed. "Look, both of you need to stop this. We're all friends here."

"Jealous, Doctor?" Jack asked, smirking and ignoring Rose.

The Doctor snorted. "Of you? Hardly. Rose has better taste. She's here with me after all."

"I said that's enough," Rose said with a little more steel in her voice as she looked between the two of them. They ignored her and kept one upping each other.

Jack moved past Rose until he was inches from the Doctor. He pointed out how much time Rose spent with him and how he had natural charm, was fun to be around and a great snogger and why would Rose want to spend much time in some moldy basement with someone with the emotional depth of a twig. Despite Jack's accusations and insults, he wasn't being that way because Jack wanted Rose to himself or didn't want the Doctor to be with her. This was about ego, his and the Doctor's and about pushing the Doctor to open up more to Rose and make Rose feel special. Jack had known the Doctor a long time and was well aware of his friend's propensity for closing himself off or backing away from emotional attachments.

The Doctor looked haughtily at Jack and declared himself to be the most brilliant, creative and charming of the two. In fact, he said he was so charming he could convince even Yvonne Hartman to snog Mr. Delaware. Jack snorted a that and retorted that he had already charmed his way out of several tests and Rose had spent far more time with him and maybe the Doctor should try getting his head out of his arse a bit more if he wanted to impress a girl like Rose.

Suddenly, glass test tubes and beakers exploded near Jack. Rose jumped away as chaos reigned in the lab. She swore the very ground vibrated and some of the shattered glass was embedded in Jack's arm, soaking his oxford in blood. Jack just casually removed it and tossed it aside as if it was nothing. A tension filled the air and Rose watched the two boys that she liked in different ways transform into something she didn't fully understand. All she knew was something dark and powerful was in that room. It was as if their anger and jealousy had metamorphosed into something physical. The room chilled and she felt a pressure building. She had to get out of there and away from them and slowly backed out.

Once she had the door closed, the ominous feeling was lifted. Rose began wondering if she had imagined the whole thing and yet…she knew that people here were different. This was an example of exactly how foreign and alien this place could be. She needed time away from both boys and maybe everyone else so she could just think. Just as she made it up the stairs from the basement, any chance for peaceful thinking time came to an abrupt end. Reinette was standing at the top of the stairs looking perfect and polished in her designer jeans, boots and cardigan.

Rose tried to brush by her but Reinette wasn't going to allow that. "You didn't listen to me. I warned you, that he would sweep you away, that it would end badly and now look at what's happened. He's arguing with his best friend…over you."

Rose narrowed her eyes suspiciously at Reinette. "How do you know that?"

Reinette smiled coldly. "It would appear Jack was concerned that you were missing and found out you were in the Doctor's lab. Handsome Jack may be many things, but he is not ignorant in the ways of desire or the Doctor. He realized what was happening even if you did not. Harriet asked Jack to look after you and he wouldn't be doing that if he allowed you to be…compromised by the Doctor."

"Nobody's compromised me!" Rose snapped but part of her was wondering if Reinette told the truth about Jack. Was the only reason he was her friend because of Harriet?

Reinette chuckled. "Ah you poor child. You really don't understand but then why should you? You are so out of your element. Is it not obvious? The only reason you're here is to teach us how to mingle with the …common people. You're the lesson child, nothing more. This school is for extraordinary people, people like me who are gifted telepaths or people like Jack who are impervious to physical harm and people like my angel who has almost god like powers," she said with a light her eyes pausing before she continued. "We learn how to fine tune our abilities so that we may go out into the world and make the lives of the common people like you better. You see, you will go back to your little boring life of work, tea and sleep while we make things happen. We invent the technology or medicine that makes your life better. We run the government, make scientific advances and basically run the world you live in. Of course, even if we are smarter, more creative and talented than you and your kind, we must still share this world with you. That means we must learn to mingle with your kind, with those less advanced than we are. Average humans can be so suspicious and sensitive. It is a necessary skill to learn how to interact with the lesser beings and thus Harriet brought you here as an example so that we might learn from you, how you think and perceive the world and how to…be around you without disturbing the lives of the uninformed and uneducated. You are no more one of us than an ant is to you."

Rose felt her temper rise but also something else, doubt. "No, I earned this place. I'm doing well here!" she insisted.

"Are you? Or, is it being arranged to make you feel that way? Really, child, open your eyes. As difficult as it may be, at least have the sense to be aware of those around you. Are you really so blind? Certainly, you've noticed how different we are here?"

Rose couldn't deny that. She had noticed how different people were here. Jack and the Doctor had just proved that. Reinette might be a total cow but that was no lie. Rose didn't have special abilities and she had been wondering why she was here. Yet, the Doctor and Jack seemed to genuinely like her. Was it all a lie?

"I don't believe the Doctor or Jack would use me like that. They and Donna are my friends," Rose insisted emotionally.

Reinette took a step forward toward the stairs. "How typical of your kind. You cannot accept the truth so you manufacture some fairy tale to soothe your disbelief and fear. We live in the real world at Gallifreyan Academy. Perhaps it is time for you to return to yours before you are stomped like one of the little ants you step on every day. How easy would it be for one of our lesser trained students to accidently crush your mind or transform you into a rodent or even crush your beating heart in the blink of an eye," she said with a careless tone. "You should think on that. Now if you will excuse me, my angel needs me. I must assist in calming him and handsome Jack before they destroy the school over the nasty business you instigated between them." With that, Reinette turned and elegantly made her way down the stairs.

Rose stared after her in pain and shock. How much of what she said was true? Reinette was petty, stuck up and a snobby little bint who needed someone to teach he a lesson in humility. Despite that, Rose couldn't help but wonder. The Doctor and Jack had frightened her with how they unleashed their super powers. Perhaps, she should be afraid. Her previous thought about needing time away from all this to think was at the forefront of her mind. She had promised her Mum she'd give this school a go but that was before she realized how dangerous these people could be. What if Reinette had told the truth and they were in control of everything and no one knew about it? What if Reinette made good on her threat? It was all too likely she could. Rose felt fear and panic at the thought of someone like Reinette making decisions for everyone. It was evil and wrong. That was when Rose knew for certain it was time to the leave the Academy. She avoided everyone at the school until it was time for bed. Donna had looked concerned but Rose and told her she was just tired. Once Donna was asleep, Rose quietly packed her bags and snuck out of the school. This did not go unobserved. What would happen next would change Rose's life forever.