Mickey was the first out of the school Rose rushing after. "I am not going back in there!" Mickey declared, freaked out. "No way!" The Doctor and Lily joined them, Sarah Jane bringing up the rear as Rose gasped out, trying to regain her breath: "Those were teachers."

"Seven new teachers. There were thirteen of them though." Lily murmured. "When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse." The Doctor rattled off. "Thirteen." Lily gasped.

"Thirteen." The Doctor confirmed before continuing: "Thirteen big old bat people. Come on." He turned back to the school and Mickey refused vehemently: "'Come on'? You've got to be kidding!"

"I need the Tardis. I've got to analyze that oil from the kitchen." The Doctor explained when Sarah Jane interjected excitedly. "I might be able to help you there." Lily saw Rose turn away with a scowl while Sarah Jane continued: "I've got something to show you."

She pulled the Doctor by the arm, dragging him towards the parking lot. Lily looked over to see Rose closing her eyes in irritation as the pair left. She reached out and gently took her cousin's hand. Rose opened her eyes and looked at her cousin, her face softening slightly as Lily smiled at her encouragingly. Together and with Mickey, they followed Sarah Jane to her car. She opened her car boot to reveal a bulky object covered with a green plaid blanket. The Doctor lifted the blanket and Lily peered in curiously to see what appeared to be a robot dog.

"K9!" The Doctor cried in excitement. "Rose Tyler, Lily Tyler, Mickey Smith, allow me to introduce K9. Well, K9 Mark 3 to be precise." The Doctor had to finish in his explanatory voice.

"Why does he look so disco?" Rose asked and the Doctor looked at her offended. "Oi! Listen, in the year five thousand, this was cutting edge. What's happened to him?" He asked Sarah Jane, and she shrugged sadly. " Oh, one day, he just, nothing."

"Well, didn't you try and get him repaired?" The Doctor asked incredulously. "Well, it's not like getting parts for a Mini Metro." Sarah Jane retorted. "Besides the technology inside him could rewrite human science." She added. "I couldn't show him to anyone." She finished with a moan while the Doctor patted the tin dog. "Ooh, what's the nasty lady done to you, eh?" He cooed.

Lily laughed as he began to pet the dog, cooing at it softly. Rose walked off, completely pissed off. "Look, no offence," she snapped, "but could you two just stop petting for a minute? Never mind the tin dog. We're busy." Sarah Jane moved to the driver's seat, and the Doctor finally stopped petting his old dog, closing the boot.

The hairs suddenly stood up on Lily's neck and she glanced up at the roof. Seeing nothing, she shrugged it off, assuming it was just the after-shock from earlier. None of them noticed one of the aliens flying in the air, following them.


Sarah Jane drove them to the nearest chip store. Together, Mickey and the Doctor hauled the tin dog out of the boot and carried it in, setting in on top of the red-checkered table.

Lily and Rose stood in line to buy chips and Mickey joined them while the Doctor and Sarah Jane sat, fixing the robot dog and laughing as they chatted. Lily saw Rose glaring at the Doctor and Sarah Jane and she sighed as 'Love will tear us apart' started to play over the radio in the background.

"You see, what's impressive is that it's been nearly an hour since we met her and I still haven't said I told you so." Mickey said smugly. Lily elbowed him in the ribs as Rose sighed. "I'm not listening to this." She mumbled, agitated. "Although, I have prepared a little 'I was right' dance that I can show you later." Mickey laughed and Rose gave him a dangerous look. Thankfully the chip lady handed over their order at that moment.

"Two quid, love." She said, and as Rose rummaged for cash, Lily hissed in Mickey's ear: "Not helping!" Mickey just grinned at her and as Rose accepted the carton of chips, he continued: "All this time you've been giving it, he's different, when truth is, he's just like any other bloke." Mickey finished, completely amused and Rose muttered angrily: "You don't know what you're talking about."

"Maybe not." Mickey said with raised eyebrows, before glancing at the Doctor and Sarah Jane. "But if I were you," he teased, "I'd go easy on the chips." Rose stopped to stare at him, a chip stuffed halfway into her mouth, before lowering her gaze dejectedly. Lily lifted her hand, and slapped Mickey over the top of his head. "Ow!" He complained and Lily looked at him.

"You deserved it." She informed him.


Doctor P.O.V.

"I thought of you on Christmas Day." Sarah Jane mused with a smile. "This Christmas just gone? Great big spaceship overhead, I thought, oh yeah, bet he's up there."

"Right on top of it, yeah." The Doctor agreed, fiddling with the wires. "And Rose?" Sarah Jane asked, her smile dropping a little. "She was there too." The Doctor continued happily. "…Lily?" Sarah Jane asked quietly, and the Doctor replied shortly, "Her too" as he started to see where she was going with this.

"Oh, bet there's drama there." Sarah Jane chortled and the Doctor frowned. "Actually, no." He mumbled and Sarah Jane looked up surprised. "They don't fight over you?" "No, why would they?" The Doctor asked.

"I just thought…" Sarah Jane paused, before glancing over at Lily. She saw Rose's possessive glare in her direction, and Lily's sympathetic glance. "Never mind." She murmured, realizing what it was. There was a brief pause before Sarah Jane asked suddenly.

"Did I do something wrong?" The Doctor stopped what he was doing to look at her. "Because you never came back for me. You just dumped me." Sarah Jane said flatly. "I told you." The Doctor mumbled. "I was called back home and in those days humans weren't allowed."

"I waited for you." Sarah Jane accused. "I missed you." She admitted and the Doctor scoffed. "Oh, you didn't need me. You were getting on with your life." He tried to lift the tension with a grin but Sarah Jane wasn't having it.

"You were my life." She said flatly, and the Doctor paused again to look at her. "You know what the most difficult thing was?" Sarah Jane asked. "Coping with what happens next, or with what doesn't happen next." She continued, finally letting it all out. "You took me to the furthest reaches of the galaxy, you showed me supernovas, intergalactic battles, and then you just dropped me back on Earth." She paused, staring at him in accusation. "How could anything compare to that?"

"All those things you saw, do you want me to apologise for that?" The Doctor asked, frowning, feeling a little offended. "No," Sarah Jane answered before saying bitterly, "but we get a taste of that splendor and then we have to go back."

"But look at you, you're investigating." The Doctor tried to comfort her, smiling. "You found that school. You're doing what we always did." "You could have come back." She muttered, sulkily. The Doctor's face dropped.

"I couldn't." He said, seriously, a darker look on his face. "Why not?" Sarah Jane demanded, and the Doctor's gaze dropped. He didn't answer, going back to fixing K9 with an expression of mixed despair and anger on his face. Sarah Jane got the hint, and she changed subject.

"It wasn't Croydon. Where you dropped me off, that wasn't Croydon." She stated and the Doctor looked at her. "Where was it?" He asked. "Aberdeen." Sarah Jane snapped and the Doctor raised his eyes in realization. "Right. That's next to Croydon, isn't it?" He asked and Sarah Jane had to smile. There was a whirring sound and the Doctor beamed.

"Oh, hey. Now we're in business." He cried. "Master." K9 answered. "He recognizes me." The Doctor said gleefully. "Affirmative." K9 replied. "Rose, give us the oil." He said excitedly, holding out a hand.

The other three moved over, Rose handing the Doctor a small jar. "I wouldn't touch it, though." Rose warned. "That dinner lady got all scorched." Lily frowned but the Doctor replied simply: "I'm no dinner lady. And I don't often say that." He plunged a finger in, and an antenna stuck out of K9. He smeared the oil onto what looked like a plunger at the end, and it withdrew back into the robot.

"Here we go." The Doctor waited, folding his arms expectantly. "Come on, boy. Here we go." The robot beeped and lights flashed as Lily stared in awe. "Oil. Ex ex ex extract. Ana ana analyzing." It stuttered as its lights flashed and Mickey laughed. "Listen to him, man." He said, mockingly while Rose grinned. "That's a voice."

"Careful. That's my dog." Sarah Jane said, offended. The Doctor gave Mickey a look as the robot piped up: "Confirmation of analysis. Substance is Krillitane Oil." The Doctor's eyes widened and he lifted his head. "They're Krillitanes." He murmured and Lily looked at him.

"Is that bad?" Rose asked and the Doctor nodded. "Very." He said softly. "Think of how bad things could possibly be, and add another suitcase full of bad." "Well, that's cheery." Lily muttered as Sarah Jane asked: "And what are Krillitanes?"

"They're a composite race." The Doctor explained, talking faster and fast. "Just like your culture is a mixture of traditions from all sorts of countries, people you've invaded or have been invaded by. You've got bits of Viking, bits of France, bits of whatever. The Krillitanes are the same." He slowed down, looking them each in the eye.

"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 paused as he gazed down at K9 before he looked at Lily. "That's why I didn't recognize them. That last time I saw Krillitanes, they looked just like us except they had really long necks."

"And now they look like giant bats." Lily said in disbelief. "What're they doing here?" Rose asked and Lily's brow furrowed. "The kids…" Lily murmured and the Doctor nodded. "It's the children." He murmured darkly. "They're doing something to the children." "But that oil was on the chips- why're they feeding their oil to everyone?" Lily asked, confused. "I don't know yet." The Doctor admitted. "But we're going to find out." He muttered.


Lily P.O.V.

"So, what's the deal with the tin dog?" Mickey asked as he helped Sarah Jane slide K9 back into the boot. Lily was just leaving the shop and walking towards them, Rose and the Doctor right behind her. "The Doctor likes travelling with an entourage." Sarah Jane explained. "Sometimes they're humans, sometimes they're aliens, and sometimes they're tin dogs." She paused, looking at Mickey.

"What about you?" She asked curiously. "Where do you fit in the picture?" Mickey grinned. "Me? I'm their Man in Havana." He said proudly. "I'm the technical support. I'm…" He broke off, grin sliding off as he realized. "Oh, my God. I'm the tin dog." He sat down in shock next to Sarah Jane in the car boot and she smiled, patting his back.

Lily paused as she watched them, the Doctor and Rose storming past her. "How many of us have there been travelling with you?" Rose demanded of the Doctor. Lily winced- this was not going to end well. "Does it matter?" The Doctor sniped and Rose snapped back: "Yeah, it does, if I'm just the latest in a long line."

"As opposed to what?" The Doctor demanded, stopping to look at her and Lily paused, stepping back again and giving them space. Rose also stopped, looking at him hurt as he frowned at her. "I thought you and me were…" She took a deep breath, swallowing the hurt.

"I obviously got it wrong. I've been to the year five billion, right, but this?" She said as the Doctor averted his gaze. "Now this is really seeing the future. You just leave us behind." Lily bit her lip, unsure of whether to step in. "Is that what you're going to do to me?" Rose asked.

"No. Not to you." The Doctor responded instantly, his eyes dark. Lily lowered her head as Rose stared at him. "But Sarah Jane?" She questioned. "You were that close to her once, and now," she paused, tears shining in her eyes, "you never even mention her. Why not?"

"I don't age." The Doctor explained, his lip quivering. "I regenerate. But humans decay." He swallowed and Lily lifted her head to see his eyes held repressed tears of his own. "You wither and you die. Imagine watching that happen to someone who you-" He broke off abruptly, unable to finish his sentence. "What, Doctor?" Rose asked. The Doctor took a deep breath, looking her in the eye.

"You can spend the rest of your life with me," he said in a low voice, "but I can't spend the rest of mine with you. I have to live on. Alone." He paused, his eyes shining sadly. "That's the curse of the Time Lords."

"Time Lord." Lily's head jerked up as a voice whispered above them. They all looked up as something screeched, and Lily gasped as a hideous beast swooped down at them. The Doctor pulled her down, and they all ducked as it simply swept above them, flying off. They all stared after it as Sarah Jane asked in shock: "Was that a Krillitane?"

"But it didn't even touch her." Rose gasped. "It just flew off. What did it do that for?" She asked the Doctor but he didn't answer, just staring up after the Krillitane. She glanced at Lily, but her cousin was also just watching the alien as it flew away.


The group all got out of Sarah Jane's car as the bell rang, watching the crowds of students heading into the school as they slammed the doors shut and stood around the Doctor.

"Rose and Sarah, you go to the Maths room." The Doctor ordered. "Crack open those computers, I need to see the hardware inside. Here, you might need this." Rose held out her hand for the sonic but the Doctor didn't notice, passing it to Sarah Jane. Lily winced. "Lily, join them, but try see if you can't find something on the computers, programs, saved documents, anything that might give us a clue." The Doctor continued, and Lily nodded, trying not to see Rose and Sarah Jane's put out expressions as the Doctor unwittingly dismissed their intelligence.

"Mickey, surveillance. I want you outside." The Doctor finished, unaware of the conflict inside his team. "Just stand outside?" Mickey asked incredulously as the Doctor walked off. "Here, take these," Sarah Jane said, tossing him her car keys, "you can keep K9 company."

"Don't forget to leave the window open a crack." The Doctor added over his shoulder. "But he's metal!" Mickey protested. "I didn't mean for him." The Doctor called as they walked off. "What're you going to do?" Rose asked him, and he answered darkly. "It's time I had a word with Mr. Finch."


Lily stood at a corner, trying to get the computer to switch on somehow so she could dig through it. Rose was standing next to Sarah Jane, sitting sulkily against the desk, as Sarah Jane tried to open the CU, pointing the sonic at it but it wasn't turning on for her.

"It's not working." She grumbled and Rose sighed. "Give it to me." She sniped, taking the sonic and moving to work in Sarah Jane's place exasperated with the situation. "Used to work first time in my day." Sarah Jane mused as Rose switched the sonic on. "Well, things were a lot simpler back then." Rose muttered, annoyed.

Sarah Jane ignored her as she leant against a desk. "Rose, can I give you a bit of advice?" She asked suddenly. Lily looked up, surprised, while Rose muttered childishly. "I've got a feeling you're about to."

"I know how intense a relationship with the Doctor can be," Sarah Jane began, "and I don't want you to feel I'm intruding." Rose interrupted. "I don't feel threatened by you, if that's what you mean." She said finally looking at Sarah Jane. "Right. Good. Because I'm not interested in picking up where we left off." Sarah Jane said and Rose scoffed. "No?" Lily shook her head- she could feel a fight coming. "With the big sad eyes and the robot dog? What else were you doing last night?" Rose demanded.

"I was just saying how hard it is adjusting to life back on Earth." Sarah Jane defended herself and Rose stood up, turning away as she said: "The thing is, when you tow met they'd only just got rid of rationing. No wonder all that space stuff was a bit too much for you." She scorned and Sarah Jane replied angrily: "I had no problem with space stuff. I saw things you wouldn't believe."

"Try me." Rose sneered.
"Mummies." Sarah Jane bit out.
"I've met ghosts." Rose retorted.
"Robots. Lots of robots." Sarah Jane continued.
Lily's head swiveled between them as she watched them, almost like she was watching tennis, as the two women fired back at each other.
"Slitheen, in Downing Street." Rose shot back.
"Daleks!" Sarah Jane snapped.
"Met the Emperor."
"Anti-matter monsters."
"Gas masked zombies."
"Real living dinosaurs."
"Real living werewolf."
"The Loch Ness Monster!" Sarah Jane shouted finally.
"Seriously?" Rose asked.

Sarah Jane grimaced in shame, lifting her hands to clasp them over her face. Rose grinned back, ashamedly and Lily smiled as she watched them. "Listen to us." Rose said, embarrassed. "It's like me and my mate Shireen. The only time we fell out was over a man, and we're arguing over the Doctor." Lily laughed at them, and they smiled shyly, both calm at last.

Lily grinned at Sarah Jane, and Rose gave her a small smile. "With you," Rose began, "did he do that thing where he'd explain something at like, ninety miles per hour, and you'd go 'what?' and he'd look at you like you'd just dribbled on your shirt?"

"All the time." Sarah Jane laughed, and Lily giggled. "Does he still stroke bits of the Tardis?" Sarah Jane asked, and Rose laughed: "Yeah! Yeah, he does." Sarah Jane also began to laugh as Lily's shoulders shook uncontrollably as Rose continued: "I'm like, do you two want to be alone?" All three of them started laughing, when suddenly the Doctor walked in.

"How's it going?" He asked, his face set grimly. Lily found this hilarious, and apparently the other two agreed as they all laughed harder. "What?" The Doctor asked confused. "Listen, I need to find out what's programmed inside these?" The girls continued to laugh at him. "What?" At this point, they had gotten hysterical. "Stop it!" The Doctor frowned, and Lily fell over, crying hysterically, only causing Sarah Jane and Rose to laugh harder too.

"Oh, never mind, bloody women." The Doctor muttered, causing Rose and Sarah Jane to fall onto the floor as well, none of them unable to control themselves as they shook with laughter.