Author's note: Hey guys, I hope you enjoyed the last chapter cause here is the next one and I am sorry about how long it has taken me to get this up, but I only just worked out how to get past that stupid error thing which wasn't letting me update, so a big thank you to MayFairy. You are brilliant!. We get to find out what's going on this chapter, so I hope you've been paying attention! Haha, anyways I'm not sure if I've mentioned that this story is set in the break between series two and the beginning of series three of SJA. I think I may have forgotten to mention it at the start; my mind is all over the place at them moment. So we are sort of nearing the end of the episode, but I hope you enjoy :D Reviews are greatly appreciated :D


Sarah Jane glanced nervously down to her not-so-average watch; ten-thirty-one p.m. She sighed as she followed Luke, Clyde and Rani off the public bus and into the dark street that was in front of the Manor Parks academy. Bella and the Doctor followed her silently, the latter, she noticed, was holding tightly onto Bella's hand.

As Luke, Clyde and Rani turned to face her grinning excitedly and the bus pulled noisily away from the curb, Sarah Jane couldn't help but to wish she had made them stay at home, where Clyde's mother and both of Rani's parents thought they were. From Bella's slightly frantic whispering to the Doctor behind her, she felt that Bella was thinking along the same lines.

"They should have stayed home," Sarah Jane heard her whisper quietly. "This might become dangerous."

"They do this all the time," the Doctor whispered back in what Sarah Jane thought to be a reassuring tone. "Well, they don't break into a school in the middle of the night to see what else we can find out, that was our idea. Well, it was my idea, but that's not the point! We did tell them that there was a possibility of this whole situation turning sour."

Sarah Jane turned around to see Bella stop walking to frown up at him. "They are only fifteen years old!"

"You weren't much older than them when you began to travel with me," the Doctor said softly.

"I was eighteen! And besides, they have so much more to lose than I did!" Bella said her voice full of anguish. "They haven't even begun to live yet –"

"Had you?" the Doctor interrupted her, surveying her with his deep, caring eyes.

Bella seemed to think about this. "No," she said honestly, "I had never lived until I met you."

Sarah Jane watched as warmth spread to the Doctor's face and he put a hand on her arm and kissed her gently on the top of her head. Sarah Jane looked away hastily, not expecting such an intimate gesture from the Doctor.

"Right, you three!" the Doctor said, walking towards Luke, Clyde and Rani, Bella stopping beside Sarah Jane. "A set of rules before we go in – well, there is just one rule, really. If Sarah Jane, Bella or I tell you to run, hide or get out that is exactly what you do, understand?"

"What happens if one of you gets hurt?" Clyde protested stubbornly.

"If we tell you to leave us in there, we mean it." The Doctor said sternly.

The three of them grumbled, not liking what the Doctor was making them agree to. They nodded eventually and the Doctor gave them a smile.

"Right then," he said, clapping his hands together, "Allons-y!"

Sarah Jane fell in beside Bella as they followed the Doctor and the three fifteen year olds and she could feel Bella's unease and they exchanged a worried glance.

The Doctor led the way through the broken window and into the dark reception area, all of them wondering why no one had attempted to clean up. Surely someone passing by would have noticed all the broken glass?

Holding his sonic screwdriver in front of him, the Doctor reached for a door handle, but pulled his hand back as a blue spark zapped his hand.

"That is not a good sign," he said quietly.

"That happened to me before," Bella whispered.

"And to me as well," Luke added.

Sarah Jane saw the Doctor frown deeply before opening the door that he had not been allowed to go through earlier that morning and peering through into the darkness. "If anyone sees anything that they suspect to be a fear, treat it respectfully and give it a wide birth. We still don't know if they are just images or if they are actually there. Luke, you're going to have to give me directions."

Luke managed to direct them all down the dark and powerless service corridors to the warehouse that he and Bella had found the bus in with no wrong turns or mistakes. He stood back to let the Doctor enter the warehouse first with a torch he had pulled out of his overcoat and Luke and the rest of them walked in slowly after him.

"Why is there no power?" Bella asked quietly.

"There is power," the Doctor said, giving the torch to Rani beside him while he fiddled with his sonic screwdriver. "All of it is being diverted downwards."

"Down?" asked Sarah Jane.

"The Doctor looked to her. "That means that there are levels that are lower than this one."

"But what are they for?" Rani asked hesitantly, not sure if she wanted to know the answer or not.

"To keep the people these aliens have kidnapped from escaping, maybe?" Luke suggested before someone clapped and the warehouse lights suddenly turned on, blinding them all momentarily.

"Well done, Luke Smith." Said a man's voice, echoing in the emptiness of the warehouse and they all looked around to find an older, white haired man standing at the opposite end of the warehouse beside a younger woman that they knew to be Sophie Mann.

Sarah Jane, The Doctor and Bella instantly moved in front of Luke, Clyde and Rani protectively.

"I'm sensing a little hostility," the man said charmingly.

"What have you done with the children?" Sarah Jane ordered strongly.

"They're alive if that's what you mean." The man said indifferently. "Although, by this stage, their mental states may not be so crash hot. Not many people can handle seeing their fears like Miss Lumic can and can I just say, what a fantastic fear it is!"

Sarah Jane glanced to Bella beside her on her right to see her glaring at the man. "I assume," she said in a vitriolic way, "that the images of what we fear that keep popping up outside this lovely establishment has something to do with you two?"

The man smiled.

"Where are you from," the Doctor asked, "what planet?"

"Flane," the man answered simply as if expecting no one to know of it.

"One of the planets that was stolen by Davros," the Doctor realised quietly.

"Oh, you knew about that did you?" Sophie asked spitefully.

"Course he did," Clyde said angrily as he moved forwards in between Sarah Jane and Bella, who both grabbed one of his arms. "The Doctor and Sarah Jane were right in the thick of it! It was because of them and Luke that your planet was returned back to its proper spot!"

"I think you owe them a thank you!" added Rani, she too taking a step forward, the Doctor holding his arm out to stop her from moving any further forward.

"Ah," the man said, turning to the Doctor, "The last of the Time Lords. You have adopted this planet have you not, seeing as yours is lost forever?"

"So what if he has?" Sarah Jane asked hotly, fierce loyalty burning within her like it hadn't done for many years, "we are very happy to have him!"

The man gave an unsettling smile. "I take it one of you is the Time Lord's companion, because that is how we hear it, he never travels alone."

"And I take it that you are Edgar Mann?" the Doctor said with a disapproving frown on his face. Sarah Jane got the impression he was trying to change the subject.

The man smirked and raised a familiar gun that had been behind his back the whole time and pointed it directly at Sarah Jane.

"Mum!" cried Luke and Bella grabbed hold of him as Clyde instantly tried to shield her, Sarah Jane knowing all too well that this was why the Doctor wanted the subject changed from that of his companion; because Edgar Mann, like so many before him, would try and use his companion's life to get what they wanted.

"Don't you dare." The Doctor said dangerously, his voice full of threat and rage and Sarah Jane saw him move ever-so-slightly closer towards her but she shook her head to stop him.

Edgar watched the Doctor for a few tense moments before he obviously decided that threatening Sarah Jane wouldn't give him what he wanted, so he turned the sonic blaster to Bella instead.

The Doctor (obviously not able to take any more of people being put at risk because of him) jumped in front of Bella, his sonic screwdriver raised in a lame attempt at a threatening gesture while Edgar chuckled to himself and Sophie smiled.

"Oh relax, Doctor," he said still chuckling. Sarah Jane, Luke, Clyde and Rani all looked from the apparent mad man pointing the high powered weapon and the absolutely fuming Doctor, not sure what was going to happen next. "Your companion already destroyed this gun."

Sarah Jane watched Bella place one hand on the Doctor's left arm and her other on his back in an attempt to calm the furious Time Lord down.

Edgar had seen this also and smiled. "Oh the fear radiating from you Doctor is pure bliss!" he said as both the Doctor and Bella both scowled at him. "You know, I've found, by sheer luck, no less, that the older the humans become the more they have to lose, which means they have so much more to fear!"

"You're collecting fear energy," the Doctor said, his voice full of disgust. It hadn't been a question, it had been a statement. "That's why Bella and Clyde saw images of recent fears so far away from the school. Because of the adults you are creating too much and it's leaking out into the atmosphere."

"Yes," Edgar scowled, "Because of your little companion and her friend trying to infiltrate the building they forced my daughter to induce the security protocol which in turn meant that every single person in this school that were not in the service corridors were transmatted to the holding cells that we collect the fear from."

"But why?" asked Luke, a confused expression on his face.

"Why what?" asked Sophie.

"Why do you need the fear?" Luke said.

"Because we need it," Sophie said with a smile. "We need it as much as we need air to breathe and it tastes so good."

"So it kind of sounds to me like fear energy to you is a bit like what chocolate is to my mum," Clyde said frowning, "It's just like a drug to you."

"That's exactly what it is," the Doctor said darkly. "But its bad isn't it, producing that much fear energy? It is a monitored substance and it's very traceable, especially on a planet like Earth where normal levels are practically untraceable."

"Traceable?" Edgar scoffed. "By whom?"

"I'm going to take a wile stab in the dark here and say the Shadow Proclamation." Bella said unenthusiastically, still holding onto the Doctor.

"Correctumundo!" the Doctor exclaimed. "Hmm, I never thought I'd use that word again. Anyway, my bet is, which by the way would explain all the static electricity around this place in case you were wondering Luke, that the Shadow Proclamation have been keeping a very close eye on the situation at this school."

"The Shadow Proclamation?" laughed Edgar. "They have absolutely no authority on Earth, but wasn't it you who passed that ruling in the first place, Doctor or was it some other pompous Time Lord?"

"They do have authority on the moon though," the Doctor said lightly, "in which case, my fellow companions, I think it is time for us to RUN!"

Sarah Jane turned and pushed Luke and Rani towards the door as Bella pulled Clyde along after her. The six of them ran out the door they had come in from and along the corridor back the way they had come where suddenly aliens that Sarah Jane and the others had uncounted over the years appeared in the hallway all around them.

"Ignore them!" the Doctor ordered as he took the lead and they ran past the projections of their enemies, Sarah Jane seeing the Bane, the Slitheen, the Gorgon, Mr. Kudlak, the Graske, the last Sontaran and the Daleks as well as quite a few that she had never seen before; tall, dark skinned people with bright green eyes, a group of pirates (one woman and two men that were well dressed as opposed to the rest of the pirates surrounding them) and a pale man that looked an awful lot like a vampire.

"Is that what the old Cybermen used to look like?" Sarah Jane heard Bella ask as they ran, somewhere behind her.

"They don't look very tough," Clyde added laughing slightly, "They look like they've just been wrapped in tin foil!"

The both of them laughed before one of the newer Cybermen shot at them and they ducked and cried out in alarm.

"Come on!" the Doctor yelled as they all ran into the room in which Luke and Bella had taken the general knowledge test in earlier that day and the Doctor sealed them door shut behind them.

"Lumic," Sarah Jane said quietly as she looked to Bella, who looked up to her while everyone else bent over and caught their breath. "Now I know where I've heard that name before."

Bella looked at Sarah Jane with a petrified expression on her face and Sarah Jane saw the Doctor look to her from the door seemingly concerned.

"The re-creator of the Cybermen," Sarah Jane continued, "his name was John Lumic."

"He came from a parallel universe," the Doctor said quickly.

"I know," Sarah Jane said, "I read U.N.I.T's report, but I knew that I recognised Bella's surname from somewhere."

Bella nodded wordlessly and swallowed as though she was resisting the urge to throw up.

"Are you alright?" asked Sarah Jane asked as the Doctor made to move towards her, wondering what caused such emotion in Bella's eyes; surely she couldn't actually be related to John Lumic?

"I'm fine," she managed to choke out, her voice shaking severely before giving a strangled cry. "Rani!"

Sarah Jane spun round and saw one of the Lumic designed Cybermen behind an unknowing Rani. It raised its arm and Rani gasped before Bella ran forwards and jumped towards her, trying desperately to push her out of the way.

They both fell to the ground as the Cyberman's laser hit Bella in her side, causing both Rani and Bella to disappear in the blink of an eye.

"RANI!" yelled Sarah Jane, Luke and Clyde and the Doctor ran forward yelling "BELLA!"

"They're fine," said the familiar voice of Edgar Mann. Sarah Jane turned around and found the smug looking man standing up the other end of the room. "I teleported myself in case you were wondering."

The Doctor strode furiously towards him. "Bring them back!" he ordered, stopping inches away from Edgar's face.

"I think I've just discovered one of your greatest fears," Mann said quietly, smiling.

"BRING THEM BACK RIGHT NOW!" the Doctor yelled, well past the point of fury and Sarah Jane could never remember seeing the Doctor quite like this.

"See, all fine," Mann said calmly, clicking his fingers and the television screen beside them on the wall turned on. Sarah Jane looked to it and saw Rani apparently asleep on a small, uncomfortable looking bed and Bella slowly sitting up from the hard concrete floor, rubbing her head. Bella suddenly scrambled to her feet and leant over Rani and shook her gently.

"Rani," they all heard her say, her voice full of concern before she let out a sigh of relief.

Sarah Jane watched as Bella slowly looked up from Rani to the wall opposite her, a look of horror forming on her face. She moved over towards it slowly and placed her hands on the wall, her face as close as it could possibly get.

"What is she doing?" Clyde asked, confused as to what Bella could possibly be looking at, seeing as she was enclosed in by four walls.

"The walls aren't made of solid metal, boy, they are made from glass." Mann said looking at Clyde. "She is looking straight through into another cell. One of Lumic's many fears is that of not being able to help those who desperately need it and her cell is connected to four more cells that she can see into which means there are four people that she cannot possibly help."

"Don't look at it," they heard Bella say loudly, banging on the glass with her hands, "It isn't real, it can't hurt you, it's just a part of your imagination! Stop thinking about it and it will leave you alone!"

"How do you like your cell, Miss Lumic?" Edgar asked with a grin on his face.

Bella cursed under her breath. "Let the go, this is beyond cruel!" she ordered, finding the camera up in the rood in the corner.

Edgar laughed deeply.

"So help me, Mann, when I get out of here you're not going to know what has hit you!" Bella yelled aggressively.

"Very touching Bella, but you aren't going to get out of this one so just be content in knowing that you can't save anyone at all."

"Where's the Doctor?" She ordered, and Sarah Jane could hear her voice beginning to shake slightly.

"He's left you." Edgar said smoothly and Bella looked up to the camera absolutely devastated.

"I have not!" the Doctor said furiously and Sarah Jane saw Bella close her eyes and sigh in relief but she wondered how she could have possibly believed Edgar Mann in the first place. "Bella, we'll get you and Rani both out, I promise!"

"How are you going to do that while you are locked in here, Doctor?" Edgar asked smugly before he said "Cease communications!"

"Doctor –" they heard Bella gasp before the television went black and Edgar teleported himself out of the room.

The Doctor gave an outraged yell before he and Sarah Jane ran over to the door, the Doctor with his sonic screwdriver (quickly putting on his brainy specs) and Sarah Jane had her sonic lipstick trying to get through the deadlocked door.

"Come ON!" the Doctor yelled.

"My lipstick isn't even working," Sarah Jane exclaimed as the Doctor hit the wall beside him out of sheer frustration.

"What are we going to do?" Luke asked quickly as he and the others watched the Doctor stride furiously over to the television screen and pulled part of the wall away to reveal hundreds of multicoloured wires.

"We'll have to concentrate on freeing everyone from the cells below the warehouse before the Judoon transport this entire building to the moon, then we'll worry about us." He answered, beginning to sonic various wires.

"How are we going to do that when we're stuck in here?" Clyde asked and the Doctor looked to him with an I-can't-believe-that-you-just-said-that look.

"Sarah, come and help," the Doctor said shaking his head slightly.

Sarah Jane patted Clyde on the back with a slight smile on her face and walked over to the Doctor, where she held the wires up for him and he occasionally used her lipstick as well as his screwdriver to dismantle the wires. Clyde paced backwards and forwards impatiently while Luke looked on nervously.

"There," the Doctor said as he stepped back to look at the screen where they could now see Bella leaning over Rani, who was trying to slowly sit up.

"Take it slow, Rani," they heard Bella say gently, "we were just teleported; your head is going to be a bit scrambled."

"Rani, are you okay?" Clyde asked rushing forwards.

"They can't hear you," the Doctor said gently placing his hand briefly on Clyde's shoulder. "I just needed to see that they were safe. Can you hold some wires together for me while I try and override the system?"

Clyde looked up to the Time Lord's concerned face and nodded, glad for something to keep him occupied.

"Good man," the Doctor smiled.