A/N: So very sorry about the delay. Work, and life, and work, and stuff. Carrying on now, but I have a bunch of freelance projects to do on top of a day job, so I can't guarantee update times, but I'm doing what I can.
Thanks for the follows and reviews, guys!

I own nothing.


The lock holding the window shut popped open easily enough, allowing the woman to shine her flashlight through the frame, scanning the classroom for any signs of life. It was hours after the last bell had rung, and children had been ushered to their homes. The building had been locked up tight, but that had proved almost too effortless to fix. Sarah Jane Smith dropped her crowbar to the ground, the grass muffling the tool's landing, and pushed herself up over the window frame as quietly as she could.

The Doctor, dressed in a more suitable pair of jeans and a jacket, pressed herself against the wall as she slowly opened the door that would lead to the dark, main corridor. She leaned to peer around the edge of the doorframe before stepping carefully into the hall, her companion slipping in behind her with Rory bringing up the rear.

"It's weird being in a school at nighttime. They're so creepy…," Brittany whispered, twisting her head around to take in the long shadows stretching eerily across the walls from the tall, narrow window panes set into the exterior walls.

"Whe' I was a kid, I though' th' teachers slept in schoo' li'e–"

"Alright," The Doctor interrupted with an eye roll as she stopped abruptly, turning to face the humans and pointed towards the taller of the two, "Brittany, I need you to go to the kitchens and grab a sample of that oil, okay?"

At the blonde's quick nod she pointed at Rory, "Leprechaun, all the new staff are math teachers, so go check out that department while I go look at Finch's office. Everyone meet back here in ten minutes."

With another nod of confirmation from all of them the Doctor jogged in the direction of the stairs, her raven hair jumping with her steps. Brittany gave her friend a sideways look while she tugged her sleeves up her arms, "Are you going to be okay?"

"Wh– who, me?" The boy tried to scoff at her insinuation, but came off a little less confident than he'd hoped to, "O' course! I go' this, no pro'lem!"

He shot her a grin that was meant to be cocky, but settled more towards nervous, and trotted away. He only made it a few steps before stumbling to a halt, and spinning back around to trot right back to her, looking sheepish, "…. Where's th' maths depar'men'…?"

The blonde bit back a smile, silently pointing down another hallway, and Rory shuffled his feet awkwardly before giving a terse nod and following her gesture into the shadowy corridor. Brittany watched for a moment, eyes glittering with amusement, before she abandoned the large corridor for her own assignment, still muffling her soft giggling.


The Doctor frowned to herself, hesitating her next footfall as she faltered in her search for answers. Night-darkened fliers fluttered gently on the walls under an air conditioning vent, but otherwise nothing moved. Nothing moved, but the sound of leather flapping echoing through the silent hall. A disembodied screech rattled locker doors with a metallic shudder, causing the Latina's dark eyes to narrow, glaring curiously through the gloom. The girl's head tilted slightly and she took off, the heels of her boots clicking quietly against the linoleum flooring.

Sarah Jane Smith fumbled with her lock picks as her body jerked with an involuntary flinch, and she snapped her head towards the sound. The sharp, animalistic scream was like nails on a chalkboard, sending a cold shiver down her spine. Collecting herself, she scrambled to pick up the tools she'd dropped, and stepped away from the principal's office door, eyes still scanning wildly for the source of the disturbance. Shadows shifted as something shot across the window-filtered moonlight, and her breath hitched. Wings flapped somewhere nearby, and that something squawked again, sounding nearer than before. With a choked gasp the woman turned away, running as quickly and quietly as she could in the low, but uncomfortable, heels she'd chosen this morning for her fake journalist shtick. They were probably not her best option, all things considered.

With teaspoon she was fairly certain she herself had washed earlier in the day, and the thick rubber gloves she'd washed it with, Brittany carefully ladled a sample of ooze from a large kitchen oil canister into a jar for the Doctor to test. The bit of metal clattered to the ground when the beating of wings overhead startled her. The jar tilted dangerously close to tipping, but she managed to slam the lid on, and twist it securely shut before any could escape, and tore out of the kitchens, silently praying whatever that was hadn't heard her.

Sarah Jane ducked through an opening, slipping the doorway shut carefully, watching for anything that might be pursuing her. With no sign of alarm, or a chase, she allowed herself to release a breath, finally loosing the tense muscles in her shoulders. The woman pivoted to press her back against the barrier, but found her momentary relief was cut short at the sight in front of her.

Her eyes widened, danger forgotten at the vision that sent her mind reeling.

Unconsciously she drew nearer, squinting in disbelief. Sitting nestled into the back of the random utility closet she had chosen to hide in was a glowing sign attached to eternally blue wooden doors. The reality of the situation collapsed back down on her, yanking her painfully back to the present. It couldn't be.

The letters "POLICE BOX" burned in her mind, and pushed her back a step. Then two. Then she was outside the door, still walking backwards in a retreat from her own memories. She felt numb. It had been so many years since she'd last seen that box. It didn't feel possible that he could be back in her life again–

The air shifted behind her, and her head whipped around towards it.

Yards away, hands tucked into pockets, a girl was watching her with an unreadable expression. Puzzle pieces started clicking together, and she remembered the teacher's lounge earlier, when a fresh-faced educator with dark frames, and darker hair had smiled so delicately at her. The strange look of familiarity in her eyes hadn't seemed important then, but it suddenly meant the world. The universe, even.

"Hello, Sarah Jane."

She felt that such simple words had never held so much. She fought her jaw from going slack at the realizations.

"It's you…" the woman whispered, emotion nearly overwhelming her, "… Doctor…"

"Oh my god, it's you, isn't it?" Sarah Jane took a slow step forwards, trying to ignore the shake in her hands, and tremble of awe in her lips as her eyes raked over the small form standing before her. Everything was different. Everything, except that one bit that had always seemed most important. Deep in the girl's dark gaze was that touch of universe, sparkling with more of a cold burn than the former companion remembered seeing in the past incarnations she'd met, but sparkling all the same. A smile, twisted with bittersweet tears of time lost, lived, and never, ever regretted curled on the woman's face, highlighting the marks age had chiseled into her skin, "You've regenerated, I see."

"Yeah…" The Doctor gave her a gentle smile in return, shrugging almost apologetically, "Half a dozen times since we last met."

A tremor rattled down her arm at the reminder of what could hav– She stopped the thought before it could get too painful, and opted to just search the Time Lord's face for a moment, "You look… Lovely."

A wry smirk, "I look like a child. It's alright, I'm getting used to it. You, though, you look wonderful."

"Oh, please. I got old," Sarah Jane retorted with a matching smirk, and a self-depreciating huff. The Latina opened her mouth to argue, but was interrupted, "Why are you here, though?"

"Well…" The Doctor shrugged idly, pacing a few lazy steps, "A UFO sighting, a school gets record breaking test results– You know me, I couldn't resist. What about you?"

"…Same."

They both chuckled breathily. The shock of the situation was finally breaking inside the human woman, "I… I thought you'd died."

The crack in her voice nearly melted the girl's hearts, "I waited for you, and you didn't come back. I thought you must have died."

The Time Lord went quiet, her tanned face hardening into a stoic mask. Her eyes dimmed under the weight of that day.

"I lived," she said lowly, "Everyone else died."

"…What do you mean?"

"Everyone died, Sarah. Everyone."

Sorrow clutched at her throat, and clenched the woman's eyes shut. With a shuddering breath she pushed it down for later, when she would have time to grieve, and remember. "I–… I can't believe it's really you…"

A scream shattered their moment, snapping the aged woman's eyes open, "Okay. Now I can."

The two friends leapt into the hallway, nearly taking out Brittany in their rush. All three stumbled to a stop, arms instinctively shooting out to steady all the teetering bodies. Brittany's blue eyes were wild, and bewildered as she looked over at the woman clutching the Doctor's arm for balance, "Who are you?"

"Brittany!" The grin stretching across her Doctor's face set off a nervous fluttering in her stomach as the shortest of them moved to introductions, gesturing between them, "This is Sarah Jane. Sarah Jane, this is Brittany."

"Hiii," the woman drawled, voice dripping with a subtle strain of resentment as she released her hold on the Doctor's dark sleeve to hold the hand out a toward the young blonde. Brittany gave the offered limb a tentative shake, still eyeing the newly acquired company as the elder continued with a glance at the Time Lord, "I see even your assistants got younger."

Brittany balked, "I'm not her assistant."

The auburn haired ex-companion smirked, stepping around the girl, and through the door behind her, muttering under her breath just loud enough for the girl to hear, "No, of course not, tiger."

On the other side of the doorway Rory fumbled with an armful of the individually wrapped packages he was trying to force back into a cabinet, only succeeding in dropping a few more onto the already cluttered floor as a familiar pair of blonde and midnight heads popped into his line of sight, followed closely by someone he didn't recognize.

"I– I'm sorry!" the boy stuttered, "I' was jus' me. Ye' tol' me ta inves'iga'e, so I wen' pokin' through these cupboards, an' all 'a this jus' fell ou'…"

Brittany's hand went to her mouth as she took a closer look.

"They're rats," she gasped, "Dozens of… Vacuum-packed rat bodies..."

The Doctor's eyes were narrowed at him in distain, "And you decided to scream–"

"It' took me by su'prise!"

"–like a little girl–"

"It' was dark, an' I was co'ered in rats!"

"–nine, maybe ten years old, wearing one of those frilly little tutus, and little pigtails with pink berets–"

"–Can we focus?" Brittany cut in, "There are vacuum-packaged rats in a school cupboard."

"Biology lessons, obviously. They dissect them," Sarah Jane said. She looked up from the rats to shoot a caustic look at the Doctor's companion, "Or maybe you haven't reached that bit yet. How old are you, again?"

"Did they even have schools when you were a kid? I thought they were still working on that wheel idea," the blonde deadpanned.

"Moving on!" the Doctor cut in, interrupting the angry response practically sizzling on the tip of Sarah Jane's tongue, "Everything started when Mr. Finch arrived. We should go check his office."

The tiny Latina spun on her heel, and strode away, leaving no room for argument. As they stalked through the dark halls behind the Time Lord Brittany found herself clenching her jaw to resist snapping at the rude, and frankly unwanted, guest beside her, "No offense, but who are you, anyway?"

The woman spared her a tense glance, seeming to be fighting the same inner battle the blonde was, "Sarah Jane Smith. I used to travel with the Doctor."

A yellow eyebrow rose in disbelief, "Really? Because she's never mentioned you."

"Oh, of course h–she has."

The narrow, jacketed shoulders marching in front of them visibly tightened, but the Doctor made no further acknowledgement of just how uncomfortable the conversation behind her was while Brittany pretended to think for a moment, "Hmm… Yeah, no, I've never heard of you."

"What? Not even once?" Sarah Jane frowned at her, "She didn't mention me even one time?"

Rory bounded up next to the Time lord, slinging an arm around her shoulders merrily. The boy leaned in to whisper under the near-argument at their backs, "Th' missus, an' th' ex. Wha' a nigh'mare. I dun' envy ye a' all."

The Doctor's mouth twisted into a grimace, and she shook off his arm as well as his laughter. He wasn't wrong, though. Her shoulder blades inched unbearably under the glares from two sets of eyes as she continued stalking through the moonlit halls.


"Maybe the rats were food…" the Doctor mused quietly to her yellow-haired companion as the screwdriver squealed Finch's office door open with ease, and a caramel hand swung the barrier open silently.

"Food for what?"

Something breathed behind the entryway. Long lock of dark hair slid away from the Doctor's face as she tilted her head to carefully assess the sound.

"Leprechaun," she stated carefully, shifting to allow the others more room to follow her gaze past the doorway, "Remember how you used to think your teachers slept in the school? You might have been right."

Mere yards away giant leathery wings wrapped around concealed bodies hanging upside down from where large clawed feet clung to pipes running the length of the ceiling. Papers scattered across a heavy wooden desk fluttered weakly in the breeze of the creatures' breathing. One of the beasts snuffled in its sleep, shuffling its giant wings tighter around itself. The Doctor glanced over her shoulder and gestured for them all to leave, snapping Rory out of his slack-jawed horror. The humans quickly retreated, followed by the short Latina, who, with a final look at the hanging figures, slid the door shut with a snap.

Shuffling noises escalated behind the wood after it closed. One of the creatures gave a shriek, and the group bolted.

Three sets of shoes pounded out a terrified beat against the dull linoleum, trailed by one set sounding a more curious pace. Rory burst through the front doors of the building, only stopping to catch his breath once out of the nightmare that is high school. His skin normally ruddy complexion was a sickly white, and he wiped his clammy palms on his jeans as he doubled over for air, gasping, "I am no' goin' back in there! Thi' is a fuc'in' horror movie!"

Brittany slowed her escape, pulling up next to her frightened friend, and shot a look back towards the last two, eyes shooting from the Auburn-haired woman panting into her shaking hands, to the Doctor, who was just emerging from the shadows of the school, "Were those really the teachers? No wonder I got such bad grades."

Tan hands curled into jacket pockets as the Doctor tried not to make a face at the sight of the sweaty Irish boy trying to regain his color, "When Finch arrived he brought seven new teachers, four lunch ladies, and a nurse. That's thirteen giant bat people."

She jerked her head casually to the still open glass doors behind her, and turned to reenter the building, "Well? Let's go."

Rory shot upright, looking distressed, "'Le's go?' You gotta' be kiddin' me!"

The girl shrugged, looking from Brittany to the boy, "I need the TARDIS. I've got to analyze that oil from the kitchen."

At that Sarah Jane broke into a grin, reaching out to catch the Doctor's arm with her own.

"I might be able to help you, there," she said, pulling the dark-haired girl towards the nearly empty parking lot, "I've got something to show you."

The quartet tromped over to a beat up hatchback where Sarah Jane Smith quickly flipped open the trunk, waving her hand for the Doctor to peek inside. Squinting through the muted streetlights the Time Lord leaned in, peering curiously at a lumpy flannel blanket sitting by itself in the back of the car. Cautiously she peeled back the fabric with one hand, revealing worn metal, and old, exposed gear bits.

"K-9!" she breathed in wonder. Her dark eyes flickered over the machine, then to Sarah Jane, and back. She spoke up louder to call behind her with a small smile, "Brittany, Rory, allow me to introduce K-9 Mark III."

The unveiling released a grin across the blonde's face. Brittany pushed forward past the middle-aged woman, and ancient Time Lord to touch her pale hand against the tarnished metal. "It's nice to meet you, K-9."

Her hand brushed almost reverently over a set of colorful plastic buttons set into the thing's back, then stroked down the side of its tarnished metal. It was a dinged trapezoid of a body, with one end holding up a limp, vaguely dog-shaped head, and the other a wiry trail, made quite literally out of wire. She tilted her head questioningly, and glanced to the darker face hovering nearby, "Why is it so… Saturday Night Fever?"

The fluttering in Brittany's chest tugged again at the offended little pout the Time Lord sent her, "Hey! In the year five-thousand this was cutting-edge technology!"

Mocha eyes locked back on the dinged metal housing, and she mumbled as she scratched under its metallic chin, "What happened to him, though…?"

Sarah Jane shrugged sadly in response, "One day he just… Stopped."

The Doctor's pout creased into a full on frown, "And you didn't try getting him repaired?"

A scoff, "It's not like I could go to the nearest hobby store for parts, and if I tried to take him anywhere else the tech inside him would rewrite human science, you know that. I couldn't show him to anyone!"

Brittany crouched closer to the open tailgate to touch the silent robot. Running her hand over its head, and down the cold metal of the thing's back, she felt almost sad for it.

Rory cleared his throat, crossing his arms, "This Is grea' n' all, bu' can ye' two stop pettin' it now? We ha' a buncha' kids ta' save."

The Doctor rolled her eyes, grumbling a "Whatever, Pixie," as she stood back up, tossing her midnight locks over her shoulder with an irritated flick of her wrist, "Let's find somewhere to hash out a plan."


The blonde had been trying her best to restrain the sneer tugging at her lips, but the sight of her Doctor leaning over a beat up old diner table with a lazy grin, and her hands elbow deep in the open body of Sarah Jane's robot dog while the two former travel mates caught up on their lives was making her stomach turn. Rory was playing sympathetic for a while, but that game had worn off without gaining him any brownie points with the girl, so he'd shrugged it off a few refills ago. Swirling his half empty soda glass as he approached his friend at the restaurant's little counter the brown haired boy gave her a sorry smile, tinged with a light, but smug, satisfaction, "I don' wanna' say I told ye' so, Bri'nny, buuut… "

"Shut up, Rory," she snapped, turning away from the practically spotlight lit pair at the table by the front window. She immediately regretted her outburst, and winced at him apologetically, "Sorry."

He dismissed it with a wave as she gathered her plate of fries from the waitress manning the counter, and they moved to a more secluded table deeper in the small diner, "You kept sayin' he was differen' when he was tha' blonde guy, and you're still tryin' now that th' Doc has changed, bu' when it ge's down to it, she's jus' li'e anyone else."

Ocean blue eyes rolled, "You don't understand, Rory."

"Maybe no,' but if I were you I'd go easy on th' chips."

Brittany narrowed her eyes at him, "I'm not even eating chips. Did Mr. Tumnus take your contacts again?"

He stared at her.

She grinned, bumping her fist against his shoulder, "I'm kidding, but seriously. These are fries. You've lived in America for like, 5 years. You should know English by now."

"W–Wha'? I do know En'lish, tha's–"

"I thought of you on Christmas day," Sarah Jane said quietly, watching the new Doctor fiddle with the incomprehensible wiring of K-9, "This past Christmas. Great big spaceship overhead, and I thought to myself, 'I bet he's up there.'"

The girl swapped a set of tubing into a different plug, twisting another into the first's place. Her dark eyes glanced over the woman's face, and then back to her work, a small smile on her full lips, "I mean, I wasn't a 'he,' which I know is confusing, trust me, but yeah. I was right on top of it."

The woman nodded, conceding to her point, and the lines on her face creased deeper as her own brown eyes narrowed slightly, "And… Brittany?"

A nod, and a whirring screwdriver, "She was there, too."

Sarah Jane shifted uncomfortably, readjusting her shirt against her slacks, and fussing with a button on her coat. It was so strange to talk to a centuries-old child like this, but she needed to know. Even if there was nothing left for her there, she needed her questions answered.

"Did…. Did I do something wrong?"

The whirring stopped, and the caramel skinned Time Lord looked at her in confusion. Or surprise. Either way she carried on, words tumbling from her mouth in nervous query, "Because you never came back for me. You just dumped me there."

"I told you–," the Doctor replied solemnly, tilting her head as though burdened by the sudden seriousness. "I was called back home, and in those days humans weren't allowed."

"I… Waited for you. I missed you."

The girl smiled charmingly, pushing the memories down, and trying not to show just how much effort it took to focus back on the inner workings of the metal beast, "Sarah Jane, you didn't need me. You were getting on with your life."

"You were my life."

Her fingertips stuttered at the imploring tone, but moved to check a circuit board.

"You know what the most difficult thing was?" Dark brown met light brown as their eyes met again, "Coping with what happens next– No, what doesn't happen next. You took me to the furthest reaches of the galaxy… Showed me super novas, intergalactic battles, and then just dropped me back on Earth. How could you do that? How could anything compare to that?"

The Doctor watched her silently, taking in the anger, and desperate emptiness the middle-aged woman had fought through to get here. Her face blank, the girl spoke again, "You want me to apologize for showing you all those things?"

Sarah Jane shook her head in frustration, auburn hair ruffling around her shoulders, "No, but–… We get a taste of that–… That splendor," Her eyes shifted slightly over the small Latina's head at a flash of blonde, but quickly returned to the baby skinned face before her, "and then we have to go back."

"But look at what you're doing. You're investigating. You found that school, and you're doing what we always used to do."

Sarah Jane didn't take the bait for lighter conversation. Her frown was heavy, and insistent, "You could have come back."

The girl's tongue licked at her dry lips while she searched for words, glancing at the silent dog, for a moment.

"I couldn't," she whispered.

"Why not?"

Time-worn eyes tinged with the light of a weary universe watched her with an unspoken answer. The young body, one hand still twined around gears and tubing, seemed in that moment so unimaginably old. Sarah Jane looked away, readjusting her shirt again, and the Doctor continued her tinkering, this time in silence.

After a few minutes that dragged on like hours the older woman blurted, "It wasn't Manhattan."

The Doctor blinked, tilting her head back towards Sarah Jane, "What?"

"It wasn't the even the right state. You were supposed to drop me in Manhattan."

A disbelieving smile curled at the corners of the girl's mouth, matching that on the other woman's, "Where was it?"

"Ohio."

The former companion took a sip from her now luke-warm coffee as the Doctor squinted thoughtfully into the distance, fighting a guilty smirk, "I may have assumed it was central park."

Sarah Jane nearly snorted the liquid, and guffawed suddenly.

"Central Park?!" she laughed, dropping her mug back to the table, "You dropped me in a field outside of Columbus! It was negative two degrees, and all I had to wear were a couple sweaters! If that old snow plow driver hadn't come by when he did I don't know what I'd have done."

While they both laughed about things now, granted the Doctor a bit more ruefully than the journalist, that night had been a rough one. Blue eyes darken at their cheer a few tables over, but were easily distracted by a loud chirp, and the sound of mechanical fans throwing themselves into action. The dog's head surged to life, its face panel flashing the red light of activity, and wire tail flipping up energetically. The Doctor nearly tripped over her chair in her rush to stand, scrambling to position herself at its head. Satellite dish shaped "ears" twitched in recognition of nearby sounds, and the metal canine nodded stiffly, quipping in a short digitized voice, ["Master."]

Her smile was small, but her face was beaming with pride. The Latina's eyes shot between the dog, and auburn haired woman, "He remembers me."

["Affirmative."]

The girl turned on her booted heel, hurriedly beckoning for Brittany and Rory to join them, "Brittany! Bring the oil!"

Quickly the teens rushed over to them, Brittany tossing a small jar to the Doctor with a word sage word of advice, "Don't touch it, though. That lunch lady was screaming a lot, and I'm pretty sure she exploded."

"Well," the Time Lord smirked at her, eyes sparkling with amusement as she twisted the cap off, "I'm no lunch lady."

With a swipe of her finger the girl pulled a dollop of the goop out, presenting the sample out to K-9, wiping it on a small disc set into its face panel. Something under the metal plating whirred and beeped, and the clunky plastic buttons on its back blinking their rainbow like an idle bar.

["Analyzing."]

"Come on, boy," the Doctor whispered under her breath. The rest of the diner continued with its nightly hustle and bustle, but all four of them watched the robot intensely, waiting for any bit of information that could help, "Come on, boy, you've got this."

["…."]

The blonde bit at her lip, hoping. Sarah Jane fidgeted with the hem of her own jacket.

["….Oil ex–ex–extract. Ana–ana–analyzing."]

Brittany elbowed Rory in the ribs as he giggled to himself. The boy winced, but still smiled, "He's go' a grea' voice, tha' one."

"Hey," Sarah Jane snapped, "That's my dog you're talking about."

The crossed arms and glares from all three women instantly silenced his mirth, pushing him to shift uncomfortably until–

[Confirmation of analysis. Substance is KrillitaneOil.]

The Doctor stared at it for a silent moment before her caramel face lifted, eyes still wide with surprise, and distress. The humans watching took note of her expression, and felt their stomachs drop, mouths twisting uncertainly.

"They're Krillitanes….?" The Doctor breathed, hardly believing the facts before her.

"I–… Is that bad?" Sarah Jane questioned tentatively, though they could see the answer playing out on the Time Lord's face.

"Very. Think how bad things could possibly be, and add another suitcase full of bad."

"And… What are Krillitanes?" the blonde asked, glance darting towards the large pane of glass looking outside.

The Doctor looked to the teens next to her, jacketed arms tightening around her chest, "They're a composite race, just like your culture is a mixture of traditions from a number of countries– People you've invaded, or been invaded by– Vikings, Spanish, Native American, British, home schoolers– I don't' know, whatever weird stuff you people are into now."

She shook her head, waving it off, "The Krillitanes are the same. An amalgamation of the races they've conquered, but they take physical aspects, as well. They pick the bits they like for themselves, and let the rest burn, which is probably why I didn't recognize them. Last time I saw them they looked just like us, but with like, giraffe necks. Seemed inefficient, but I guess they've upgraded."

Brittany squinted at Rory, trying to picture him with a giant neck. The snake aspect was creeping her out.

In part to distract himself from the strange look his friend was giving him, the Irish boy spoke up, "Bu' wha' are they doin' here?"

The Doctor paused, realization flooding in once more, "…. The children. They're doing something to the children."

Looking between themselves they found mirrored expression of alarm, and a determination to do what needed to be done. With a resolute nod Rory steeled his nerves, "… Le's ge' goin', then."

Sarah Jane straightened her suit jacket, and met the Irish boy's eyes. She jerked her head towards K-9, who was still sitting on the table verifying his programming, and he jumped forward to assist her in carrying the bot out into the night so they could settle it back into the hatchback while the other two settled their bill with the waitress at the diner's counter.

After flipping the flannel cover over it, just to be safe, Rory clapped his palms against his jeans to dust them off, turning towards the middle-aged journalist, "So… Wha's with th' tin dog?"

"The Doctor likes traveling with an entourage," she said, smiling past the bittersweet irony that sometimes felt woven into the very fabric of the universe, "Sometimes they're human, sometimes they're aliens, and sometimes they're tin dogs."

She tilted her head, a lock of her bang tipping into her eyes, "What about you? Where do you fit into the picture?"

"M–Me?" The boy blinked in surprise at the sudden direction of the conversation, "I'm their man in th' Havana. I'm their te'nical support. I'm th' comic relief. I'm…"

His muddy gaze trailed the lumpy form under the blanket, then back to her with a frown, "Oh, my go'… I'm th' tin dog, aren' I?"

The round-cheeked boy's shoulders slumped, and eyes unfocused, his mind flashing to all their interactions since the Doctor had first showed up. He sat heavily on the back gate of the still open trunk, his shock pressing Sara Jane to pat him consolingly on the shoulder with a sad, knowing smile.

A couple store fronts away from their parking spot Brittany's voice could be heard as she followed the brisk pace of her short, black haired Doctor, "So… How many companions have you actually had?"

The Doctor's brow furrowed as she shoved her hands into the pockets of her dark jacket. She glanced at the blonde quickly, "Why does it matter?"

Brittany tried to shrug nonchalantly, but couldn't meet piercing eyes, "I just want to know if I'm nothing but another in a long line, that's all."

"As opposed to what?" the Doctor snapped, stopping abruptly, and spinning on her heel to stare at the other girl. Her lose midnight locks curled lazily around her face and down her shoulders, a sharp contrast to the intense burning of her gaze. Brittany swallowed hard, but refused to waiver.

"I–… I just thought that you and me were–… That we were…" She couldn't help the hesitation in her speech, and gave a resigned sigh, shaking her head at herself and looking away, "I obviously was just confused."

Crystal blue eyes shifted past the Time Lord's shoulder, skimming the beat up clunker with humans, one younger, one older, sitting together and alone in the calm night air, "I've been to the year five billion, but this is really seeing the future. You just leave us behind..."

She refocused on the singular being she had laid all of her trust in for months. The puzzle piece she recently had started thinking might have been exactly the one her life needed, but currently couldn't see the edges to… The girl watching her with eyes sparkling with the light from galaxies she'd never even imagined before, but always resulted in the inevitable.

"Is that what you're going to do to me–"

"No," the Latina cut in, "Not to you."

"But you were that close to Sarah Jane once," the blonde retorted, water beginning to blur her vision, "Now–… Now you don't even mention her. Why?"

The Doctor's full intensity from the seriousness of her question made something twist uneasily in her gut, but the words following, mixed with the hollow loneliness etched deep to the caramel skinned goddess's features were even more painful, "I don't age, Brittany."

The constant smoldering of a bright universe in dark eyes dimmed, and the blonde's eyes flickered between the empty cold of space left in its wake.

"I regenerate, but humans… Human decay. You wither, and you die." A subtle quiver along the girl's tensed jaw caught blue sight, but went unmentioned, "Imagine watching that happen to someone you–… Someone–… "

"… Someone you what?"

The Doctor's full lips pressed into a thin line to reign in the empty ache trying to pull at her expression. Her shadowed eyes flickered between blonde's lighter ones, "… Brittany, you can spend the rest of your life with me… But I can't spend the rest of mine with you. I have to live on. Alone."

She swallowed once, lowering her voice to a rasped whisper to keep it from cracking, "That's the curse of the Time Lords."

Brittany's mouth frowned, and opened to speak, but a loud shriek had them both whipping around to stare, wide-eyed, up at the tops of the buildings across the street from the little diner. Rising from a crouch on the rooftop of the structure parallel to them was a large silhouette unfurling its bat-like wings next to a smaller humanoid shape. The beast screeched again, flapping its wings a few times before launching itself off the roof, and down towards the shocked girls on the sidewalk. The things swooped at them, forcing them to duck out of the way, one of the Time Lord's arms instinctively yanking her companion down as the blonde's did the same to her. Rory and Sarah Jane had to stop in their trot to collect their friends to fall to the concrete, as well, each shielding their heads from the potential damage of the dangling claws coming their way. Luckily it only made one pass at them, and the Doctor was back on her feet in time to watch it retreat across the sky in the direction of the school, the others straightening up soon after, all gawking at the dark shape gliding through the night.

"Wha'..?" Rory started.

"Was that a Krillitane?" Sarah Jane gasped.

"It didn't even touch us…" Brittany breathed, not noticing the one hand she still had gripping the sleeve of the Doctor's jacket, "Why would it just fly off?"

In the Doctor's silence they could still hear the animal scream of the alien fading out as it fled. Her only response was cutting her searching stare at the sky short, to let her mocha eyes lock onto ocean blue with a heavy look. Brittany bit her lip, glancing at the shrinking black shape, then back to her Doctor.

That Krillitane had been listening.