Thank you everyone for all your wonderful reviews! You guys make me so happy! =D

A/N: Okay, here is another chapter! :D This one follows the episode rather closely but the next chapter will deviate a bit more. A great many thanks to Rointheta, who was very, very kind to help me with this chapter by being a temporary beta. :D This story still lacks an official beta for it, so any other mistakes are my own. Feedback is wonderful! Please let me know what you think.

Enjoy! :)

Disclaimer: I do not own Doctor Who or any of its characters.


After taking in her surroundings, Freya turned towards the newest addition to their group: a dark haired woman dressed in all black, looking very military. Ah, this must be Martha.

"Hello," Freya greeted the other woman as she walked towards her.

Something in the woman's expression shifted, her eyes suddenly guarded and defensive. Oh, she thought Freya was a threat. Understandable.

The Doctor cleared his throat and attempted to diffuse the situation. "Ah, Martha, this is what—well who—Jack wanted to see me about. Martha Jones, meet Freya Tyler. Freya, meet Martha Jones." He gestured between them and smiled, hoping with everything in him that they didn't start arguing. "Please, don't fight," he muttered weakly.

Martha gave him a scathing look before smiling kindly at the newest member of their group, her expression softening immediately. "Martha Jones." She stuck out her hand which Freya took gratefully, giving her a smile in return.

"Freya Tyler. It's good to meet you. Although, I'm afraid I haven't been around long enough to hear much about you," Freya announced amicably. She had a feeling that she might just like Martha Jones quite a bit.

After a few more words, at the Doctor's expense, Martha pulled out a radio and signaled for 'Operation Bluesky' to begin. That's when Freya noticed that they were in a warehouse district.

The entire area flooded with military vehicles and ground units, as the Doctor questioned Martha about what they were after in the warehouse.

"Illegal aliens," Martha responded. Freya knew that the woman wasn't talking about immigrants. Her suspicions were confirmed when she heard the distant shouts at the workers in one of the factories that it was a UNIT operation.

Martha started shouting out orders and ran in the direction of the warehouse.

"Is that what you do to them? Turned her into a soldier?" Donna's words were soft but they hit their mark, judging by the discomfort of the Doctor.

"Out of the frying pan and into the fire," Freya muttered under her breath, and the Doctor shot her a look.

The entire area was teeming with soldiers and workers were being arrested left and right. It wasn't until a few moments later that Martha returned. Freya realized that she must have missed part of the conversation earlier, but it seemed as though Martha Jones was actually Doctor Martha Jones.

They followed her towards the field base of the operation—in the back of a large semi trailer—where they were greeted by Colonel Mace. Donna and she were rather surprised to discover that the Doctor used to work for UNIT, which was something that her mother must not have known about.

Despite the fact that UNIT was handling many of the procedures in this kind of operation properly, Freya cringed about some of the sloppier elements of the entire fiasco; Donna was right about arresting several workers in broad daylight, although she had a different interpretation about the operation than Freya. Colonel Mace explained to them about the fifty-two deaths that occurred all at the exact same time at different points on Earth.

He and Martha took turns describing the new system being used in automobiles known as 'ATMOS', or Atmospheric Omission System, and it was created to reduce carbon dioxide emissions given off by gas powered vehicles. Admittedly, it sounded like an amazing system, but that didn't explain why the Doctor was being called in for help.

There must have been something extraterrestrial about it.

UNIT was looking for an expert on all things alien and, of course, who better to ask than the Doctor? It took him a little while to catch on though. For a genius, he was a bit slow at times.

"Okay, so why would aliens be so keen on cleaning up our atmosphere?" Donna questioned the Doctor, as soon as the rest of UNIT left the room.

"Very good question," the Doctor mused, as he looked over the ATMOS device.

Donna contemplated for a moment before suggesting, "Maybe they want to help? Get rid of pollution and stuff."

"Unlikely," Freya chimed in. "This system is hooked up to millions of cars. Imagine how easy it would be to turn millions of cars into millions of weapons. Something about this doesn't match up."

The Doctor was impressed by Freya's assessment; she certainly knew what she was doing in a situation like this. He stared at the device as she walked over to him, plucking it out of his hands to take a look at it herself.

"If it is alien," Freya said, as she inspected the object. "Why go through all this trouble? If they were planning to invade Earth this seems wholly unnecessary."

"Yes, it does. Seems a roundabout way to invade a planet," he commented.

He watched Freya as she worked with the object, careful not to set anything off. It was strange how very like Rose she was and yet, nothing like her at all. She had the ability to diffuse a situation naturally and yet simple things seemed to confuse her at times.

Maybe he was reading into the situation too much too soon. He would observe her and determine her true characteristics after he's spent a little more time around her. Unfortunately, he was very bad at dealing with emotions and their situation involved quite a bit of vulnerability. He also had a feeling that Freya would put him in quite a few situations that he wasn't entirely comfortable with, starting with finding out exactly who her father is and how he fit into the equation.

After a few more moments of fiddling around with the device, Freya handed it back to the Doctor, who instantly began muttering to himself about the ATMOS. Donna sidled up to Freya and stated quietly that she was going to check personnel.

"Need any help?" Freya asked her.

Donna grinned conspiratorially. "No, no, you and the Doctor need some time alone together to get to know one another."

The Doctor apparently hadn't noticed Donna's absence as he analyzed the ATMOS device.

Great, this wasn't going to be awkward at all. It wasn't that Freya didn't want to get to know the man who was biologically her father, it was just that she didn't really know how to go about it. Sure, when her mother told her stories about the Doctor, Freya envisioned the different ways they would get along but, now that she was faced with that opportunity, it seemed as though all her carefully thought up conversations just flew right out the window.

The Doctor was completely different from how she thought he'd be. Not good or bad different—just different.

"So, what's the verdict? Alien?" Freya leaned over his shoulder as he crouched down to inspect it. "It looks like it might have been made by humans, but definitely not this era. Time travel perhaps?"

"Well, the technology is not available to humans during this age so you're correct about that; however, I don't think time travel was involved." He thought there may be some alien involvement, though.

They lapsed into silence as they continued to look over the device. Eventually, Martha and Colonel Mace reappeared to determine the Doctor's assessment.

The Doctor murmured, "Ionizing nano-membrane carbon dioxide converter, which means that ATMOS works. Filters the CO2 at a molecular level."

"We know that," Colonel Mace stated in frustration. "But what's its origin? Is it alien?"

"No, but it's decades ahead of its time. Look, do you mind? Could you stand back a bit?" the Doctor demanded.

The Colonel was taken aback. "Sorry, have I done something wrong?"

"You're carrying a gun! I don't like people with guns hanging around me, alright?" the Doctor all but barked out.

Well, Freya thought to herself, that's where some contention in their relationship might pop up. It's not that Freya liked guns; it was more that she really didn't have a choice. Working for Torchwood had taught her that sometimes the only way to stop more people from dying was to pull the trigger.

Her hand convulsed by her side as bitter memories rose to the surface; memories that had haunted her for more years than she cared to count. She remembered Donna's words from earlier about the Doctor turning people into soldiers.

Once a soldier, always a soldier.

Rose wanted to keep Freya from ever turning into someone who depended on a gun, but there were moments when a gun felt like the only defense she had. There were things Freya had done that she was not proud of; things that she deeply regretted, but she couldn't change the past and she couldn't bring the dead back to life.

However, there were also parts of her, deep and buried but still there, that didn't regret what happened that night so many years ago. And those parts still cheered her for what she did. Sometimes she wondered if she did the right thing or the wrong thing.

In many ways, he deserved it, but what right did she have to decide who lived and who didn't. He had hurt several people and she should have stopped him sooner, but she didn't.

Was she any different from that man?

The man who—

"Oi, you lot!"

Freya startled out of her thoughts as Donna swept into the room.

"All your Storm Troopers and your sonics—rubbish. Should have come with me."

"Oi, I asked!" Freya laughed, hoping that it didn't sound too forced.

Donna bumped her shoulder, a smile on her face.

The Doctor was confused. "Why? Where've ya' been?"

"Personnel."

Donna filled them in on her discovery. Apparently, none of the workers were sick. Ever. Now that was a surprise.

"You've been checking out the building; should've been checking out the workforce," Donna boasted.

Not able to contain herself, Freya grinned genuinely this time. "Oh, Donna Noble, you are a gem!"

"I can see why he likes you. You are good," Martha agreed.

"Supertemp!" Donna laughed, proud of herself for the discovery.

Colonel Mace asked Martha to examine all the workers and find out what was happening with them. Donna went to help Martha while Freya chose to stick with the Doctor and Colonel Mace.

"So, Colonel Mace, if aliens didn't make this device then who did?" Freya asked him, confused as to why they hadn't looked into that first.

"Luke Rattigan himself," the Colonel stated, as though it were common knowledge. Interesting.

They were led back to the field base where the Colonel described just exactly who this 'Luke Rattigan' character was. Child genius; inventor of a search engine at the age of twelve; head of an academy for other prodigies.

Genius? That's debatable. Freya would like to meet this 'Luke Rattigan' because she had a distinct feeling he was well aware of what was going on with the ATMOS.

"Are you coming with me?" the Doctor asked her.

Freya thought that she might want to take a look around the factory, but that could wait until later. "Yeah. If this kid is the 'genius' behind this device, I want to know just who he's working for."

Narrowing his eyes as they exited the field base, the Doctor waited until the Colonel had gotten far enough ahead of them before leaning down and asking her softly, "Who he's working for? Have you seen this technology before?"

The situation seemed familiar to her, but she couldn't remember why. "There's something; I don't know what it is. Maybe I'll remember after we find out who exactly is behind ATMOS."

The Colonel wanted to come with them as well, but both Freya and the Doctor felt that he might hamper the investigation. Donna caught up with them before they left and told the Doctor she was going home.

Freya guessed that it was just to see her family and to warn them about the possible dangers of the ATMOS. The Doctor wasn't as observant.

"Great big outer space dunce," Donna taunted.

"Yeah." The Doctor scratched his face sheepishly.

Freya snorted out a laugh. These two were so amusing.

Donna convinced them to give her a lift back to her home before they took off to Rattigan Academy. She was planning on meeting them back at the factory, warning them to be careful and not to start arguing. After they confirmed the plan, Donna waved them off, telling them not to take too long. The Doctor started complaining about wasting time, so the women shot him a dirty look, he instantly quieted.

As they traveled, their UNIT escort, Ross, told them about the Rattigan Academy. "It's all a bit Hitler Youth. Exercise at dawn and classes and special diets."

Freya frowned. "Seems a bit closed off too. Guess they don't take well to outsiders."

"No, Luke Rattigan doesn't like interference," Ross told them.

"It also seems a bit strange that you would have the ATMOS installed in this vehicle, considering how dangerous it is," she mused.

"Tell me about it. They fitted it standard in all government vehicles. We can't get rid of them so we can prove there's something wrong. Drives me around the bend," he said, just as they turned into the drive of the academy.

"Oh, nice one." The Doctor laughed.

"Timed that perfectly," Ross joked.

"Yeah, yeah you did." They all giggled a bit at that.

"This is your final destination," the voice on the ATMOS said.

Freya winced a bit. "That's a bit ominous. Sounds like something out of a horror story."

After arriving at the academy, they wandered around the property, until they spotted Luke Rattigan himself with a group of students running behind him.

"Fancies himself a general, I bet," Freya said as they drew closer to Luke, noticing his authoritative stance.

The Doctor added, "Or someone of power. Keep an eye out for anything unusual."

"You mean the entire academy? The whole place makes my skin crawl," she muttered to him just as Luke Rattigan turned around to greet them.

They exchanged pleasantries and Freya couldn't help but notice the unpleasant look on Luke's face when he thought no one was looking his way. She was damned near sure that he was involved, but wondered who was really pulling the strings because it certainly wasn't Luke.

They entered into one of the labs of the academy and it had the same effect on both Freya and the Doctor as it would a child walking into a candy shop. Freya's eyes lit up as she spotted several different inventions that she hadn't had a chance to tinker with in a long while.

"Ooo, gravity stabilizers and terraforming modules! And oh! That's upside down; wouldn't want to accidentally set that off in a room full of people." She corrected one of the student's projects and had to be waved back over by the Doctor before she lost track of why they were there in the first place. "Oh right. Sorry."

"This is brilliant!" The Doctor was practically vibrating with excitement. "Did you know? With equipment like this you could, oh I don't know, move to another planet or something?"

Luke's lips pressed together as agitation flitted across his face. "If only that was possible."

"If only that were possible. Conditional clause," the Doctor corrected.

Freya almost laughed at the Doctor's intentional goading of the other man, who looked quite put out at being corrected. Oh, this kid was not used to someone acting smarter than him. This would prove very interesting.

Luke sneered at the Doctor as he ground out, "I think you better come with me."

All three of them shared a look before following the immature brat, er, genius, out of the room. This kid was beginning to grate on Freya's nerves.

When they entered into what appeared to be, well, Freya didn't know exactly what kind of room it was. "Nice digs," she commented sarcastically.

The Doctor wandered throughout the room, looking around. "I was just thinking: 'What a responsible eighteen year old! Inventing zero carbon cars. Saving the world!'"

He was searching for something, but what? Freya noticed a massive structure on the other side of the room. That didn't look right.

"Takes a man with vision," Luke shot back.

Yeah, Freya mused to herself, very short sighted vision. She caught onto the Doctor's train of thought and told Luke, "The ATMOS system only gets more people on the road and more people on road means more petrol being used. Not very efficient if you ask me."

Luke almost growled at her, "I didn't ask you. And that's a tautology. You can't say 'ATMOS system' because ATMOS stands for Atmospheric Omission System. S-so you're saying it's 'Atmospheric Omission System system.' Do you see 'Mr. Conditional Clause?'" He turned his attention away from Freya and towards the Doctor. That didn't sit well with her; she was the one speaking!

"It's been a long while since anyone denied you anything, am I right, Mr. Rattigan?" Freya's tone was biting, but she didn't care.

Luke's face was turning very red, Freya noted with a certain amount of glee. He muttered angrily, "I'm still right though."

"You haven't had someone to tell you when to stop, so you get whatever you want because you're 'the genius.' Who could deny you? Well, I use the term genius very loosely in your case. Granted, you're smart but I wouldn't classify you as 'genius' material. Still though, you're clever. It's not easy being smarter than most others, is it? Seeing all the things that other people miss because it's practically screaming at you. All those facts waiting to be discovered; all those theories to be tested. And you're alone because everyone else can't see what you see," she said, lowering her voice as she drew closer to him.

"Yeah." Luke's tone was wistful.

"And now that I've had a chance to meet you and see the individual responsible for the ATMOS, I've finally figured it out," Freya boasted as she took another step closer to Luke.

"Figured what out?" Luke asked distractedly. Well, it seemed as though being a 'genius' still didn't get Luke Rattigan all the attention he wanted. He was fidgeting, a blush making its way up his neck the closer she got to him. Freya wondered if he's ever dated at all, judging by his reaction to her nearness.

She almost laughed.

"That you most certainly did not make the ATMOS all by yourself. Am I correct?" she asked, turning around to face the Doctor.

He was smiling at her, impressed by her deduction. Oh, she was good. "Most certainly. Finding something like the ATMOS on Earth in this time period is like finding a mobile in the Middle Ages. But no, that's not it." He wandered over to the unusually large structure. "It's like finding this in the middle of someone's front room!"

Oh, so it was a front room, Freya mused to herself. She was still confused as to why there was a swimming pool, though. Oops, got distracted again. The Doctor's still talking.

"And to me this looks like a teleport pod!" he announced, as he pressed a button on the massive device and promptly vanished.

"Ah, she said he does that a lot," Freya muttered under her breath.

A few seconds later, the Doctor reappeared, yelling for both her and Ross to get out. Another figure appeared in the teleport. The Doctor pulled out his screwdriver and disabled the device.

"Sontaran!" the Doctor shouted as the figure stepped out of the teleport.

"Who is he?" the Sontaran asked Luke.

"Well," the Doctor drawled.

"He didn't give his name," Luke said, panicked at the turn of events.

The Doctor continued on as if he hadn't heard Luke. "This isn't typical Sontaran behavior. Hiding! Using teenagers; stopping bullets! A Sontaran should face bullets with dignity! Shame on you!"

"You dishonor me sir!" it cried out.

The Doctor was slightly amused by this. "Yeah, then show yourself," he taunted.

"I will look into my enemy's eyes!" The Sontaran released its helmet and lifted it off its head, revealing the creature underneath.

Freya's eyebrows shot into her hairline. "It's a thumb!"

"Rude," the Doctor muttered to her.

"And your name?" the Doctor questioned the Sontaran.

"General Staal of the Tenth Sontaran Fleet. Staal the Undefeated!" the Sontaran announced boastfully.

"Well that's a rubbish name, isn't it?" Freya piped in, "What are you going to call yourself if you do get defeated? Staal the Undefeated Ninety-Three Percent of the Time?"

Ross and the Doctor sniggered a bit. "He's like a potato. A baked potato. A talking baked potato," Ross noted.

"Where's the butter?" Freya joked back, before the Doctor shushed them both.

"Don't be rude. We look like pink weasels to him," the Doctor told them.

He described the Sontarans' weakness being the vent at the back of their necks, meaning they always had to face their enemy in battle so as to not be easily defeated. He was messing with a tennis ball and racket while he was talking; Freya caught on to his plan, getting ready to run.

"We stare into the face of death!" Staal cried out proudly.

The Doctor, still smiling, taunted, "Yeah, well, stare at this." He bounced the ball off the teleport pod and hit General Staal's vent, knocking him out.

They all bolted for the door, rushing out of the building, as Staal collapsed.

As soon as they made it into the vehicle, they pulled away from the academy and attempted to contact UNIT. The signal on the radio was blocked.

Freya realized that they were still in danger, particularly now that they were using a vehicle with ATMOS installed in it. As they drew closer to the warehouse, the ATMOS told them to take a left. When Ross attempted to turn right the ATMOS took control of the vehicle, driving itself. They had to do something quick, or they were going to die just like the other victims of the ATMOS.

"Shit!" Freya shouted. "Use your sonic!"

The Doctor tried but to no avail. "It's deadlocked!"

"Wait, ATMOS, you are supposed to do the opposite of what we say, correct?" Freya yelled at the device.

"Confirmed," it answered.

"Drive straight into the river! Do you understand? Into the river!" the Doctor and Freya shouted.

The vehicle drove until it stopped dead at the edge of the water; all three of them clambered out and took off running. They ducked down, ready for the car to explode, only to hear a loud pop as the ATMOS malfunctioned and went dead.

Lifting her head, Freya remarked, "Really? That was a bit anticlimactic."

"Be thankful that was all," the Doctor chided, as he got to his feet.

They caught a taxi and Ross used his UNIT badge to convince the driver to give them a ride. The driver dropped them off at Donna's house.

When Donna answered the door, Freya gave her a grin before announcing, "You would not believe what just happened."