They had finally managed to calm down, and Sarah Jane and Rose stood over the Doctor as he worked, while Lily had returned to trying to work the computer.
"All pupils to class immediately. And would all members of staff congregate in the staff room." The intercom suddenly announced and Lily gasped. "Oh my God. Doctor," he looked at her. "The teachers! The Krillitanes'll kill them." She said in horror. The Doctor hesitated, seeing her distress but he had to make a choice. "I'm sorry." He whispered. "Finch knows I'm here, we don't' have time. We need to save the children." Lily swallowed hard, before nodding and continuing to click around. Sarah Jane watched the exchange with a funny expression before shaking it off for now as Rose ran to the door, blocking students from entering.
"No, no. This classroom's out of bounds." She told them. "You've all got to go to the South Hall. Off you go. South Hall!" She closed the door, running back to the Doctor who was trying to sonic the CU.
"I can't shift it." He muttered and Sarah Jane looked at him. "I thought the sonic screwdriver could open anything!" She said incredulously. "Anything except a deadlock seal." The Doctor sighed as he peered at the machine. "There's got to be something inside here. What're they teaching those kids?" He muttered.
"Uh, Doctor?" Lily called, staring as all the screens switched on. He looked up to see everything glowing green as a cube of some kind spun on the left side of the screens, while code ran at an incredibly fast rate on the right side. Lily watched as the large screen at the front of the classroom also lit up.
"You wanted the program? There it is?" Sarah Jane, gestured. The Doctor peered at the screens, and up at the large screen, frowning. "Some sort of code." He muttered. He stared at it a moment longer before realization dawned on him. "No." He murmured. "No, that can't be." He said in horror.
"The Skasis Paradigm." He whispered. "They're trying to crack the Skasis Paradigm." He stood in horror, staring at the screen. "The Skasis what?" Sarah Jane asked, confused.
"The God maker." The Doctor explained. "The universal theory. Crack that equation, and you've got control of the building blocks of the universe. Time and space and matter, yours to control." He stared, his eyes wide with horror as Rose stared at him. "What, and the kids are like a giant computer?" She asked, shocked.
"Yes." The Doctor breathed. "And their learning power is being accelerated by the oil." He realized, pacing around the room, Rose and Sarah Jane following him with their eyes. "That oil from the kitchens, it works as a , as a conducting agent. Makes the kids cleverer." He explained and Rose said in horror: "But that oil's on the chips. I've been eating them."
"What's fifty nine times thirty five?" The Doctor asked. "Two thousand and sixty five." Rose replied instantly, and the Doctor raised his brows at her, his point made. "Oh, my God." She breathed.
"But why use children?" Sarah Jane asked, perplexed. "Can't they use adults?" "No," the Doctor replied, shaking his head, "it's got to be children. The God maker needs imagination to crack it. They're not just using the children's brains to break the code," he muttered before looking at them seriously, "they're using their souls."
"Let the lesson begin." They turned as Mr. Finch walked in. "Think of it, Doctor. With the Paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it."
"Oh yeah? The whole of creation with the face of Mr. Finch?" The Doctor said scornfully. "Call me old fashioned, but I like things as they are." He said, and Mr. Finch shook his head in disappointment. "You act like such a radical, and yet all you want to do is preserve the old order?" Mr. Finch walked towards the Doctor as he continued. "Think of the changes that could be made if this power was used for good."
"What, by someone like you?" The Doctor scoffed. "No," Mr. Finch smiled, "someone like you." The Doctor's face turned emotionless as Mr. Finch continued softly, seductively. "That Paradigm gives us power, but you could give us wisdom. Become a God at my side. Imagine what you could do. Think of the civilizations you could save. Perganon, Assinta. Your own people, Doctor, standing tall. The Time Lords reborn."
"Doctor, don't listen to him." Sarah Jane interrupted, and Mr. Finch turned to her. "And you could be with him throughout eternity." Sarah Jane recoiled as he continued. "Young, fresh, never wither, never age, never die." He returned his attention to the Doctor. "Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor." The Doctor's face turned speculative. "Join us." Mr. Finch purred.
"I could save everyone." The Doctor said softly. "Yes." Mr. Finch whispered. "I could stop the war." The Doctor mused, quietly and Mr. Finch smiled at him.
"No." Sarah Jane interrupted again, stepping forward to address the Doctor. "The universe has to move forward." Rose suddenly noticed how silent Lily had been. "Pain and loss, they define us as much as happiness or love." Rose turned to her cousin as Sarah Jane continued to speak. "Whether it's a world, or a relationship, everything has its time. And everything ends." Rose frowned as she saw Lily standing completely still, staring at the screen.
"Lily?" Rose asked, cautiously touching her cousin's arm. The Doctor and Sarah Jane whipped around to see the girl unmoving, staring at the large screen as she had been since it had switched on. The Doctor only now realized, with guilt, how quiet she had been- he should've noticed that.
"Ah, shame, you've noticed." Mr. Finch smirked as the Doctor glared at him. "She's clever, that one, I'd say she was most likely already close to genius… and with the help of the oil, well…" he chuckled as he turned to look at her. "I think we've found our winner." He leered hungrily, as the Doctor's face contorted in fury.
The Doctor suddenly turned and threw a chair at the big screen. It smashed to pieces and Lily started, finally tearing her gaze away. "Out!" The Doctor yelled and they all ran. "I thought you said it only worked on kids!" Sarah Jane cried as Rose dragged her cousin away. "It should only work on kids." The Doctor shouted back as Krillitane screeches echoed through the school. "Well, maybe it still works since she's only 19?" Rose suggested and the Doctor screeched to a halt.
"You're 19?" The Doctor asked in disbelief and Lily wrinkled her nose as Rose looked at the Doctor in disgust. "You didn't know?" Sarah Jane asked incredulously and Rose interjected. "How could you not know?" The Doctor replied defensively: "I don't know, she never told me!"
"Because you never asked." Lily and Rose said at the same time that Sarah Jane muttered: "I bet you never asked." The women stared at each other in mutual understanding, as the Doctor sighed. "Don't gang up on me." He muttered. "Just come on!" Lily yelled, dragging the Doctor along.
They raced downstairs and out into the lobby just as Mickey ran up to join them followed by a boy Lily recognized as the kid from before with the packed lunch- Kenny. "What is going on?" He asked the Doctor, just as the Krillitanes appeared at the end of the corridor. The Doctor simply pulled Lily's arm and they all ran in the opposite direction.
They burst into the cafeteria, running through only to find the other doors locked. Mr. Finch burst in as the Doctor was reaching for his sonic and they all backed away in terror as the Krillitanes followed him in.
"Are they my teachers?" Kenny asked, half curious half disgusted. "Yeah. Sorry." The Doctor admitted.
"We need the Doctor and that girl," Mr. Finch pointed at Lily, "alive. As for the others? You can feast." Lily's eyes widened as the Krillitanes began to swoop down at them. They ducked as the Doctor swung a chair above them, desperately trying to protect them. Lily shrieked as one of the beasts caught her hair, pulling her up. "Lily!" The Doctor yelled as he tried to moved towards her, but another one swooped at Rose and Sarah Jane and he was forced to block that one.
"Lily!" Rose screamed as the beast caught Lily by the shoulder and began to lift off, carrying her. "Oi, you let her go!" Mickey yelled. Suddenly, the Krillitane dropped her, causing her to fall with a crash onto a table, as it was shot by a laser.
"K9!" Sarah Jane cried in relief as the robot dog rolled into the view. The Doctor ran to check on Lily. He pulled her into a sitting position as she groaned and he was angered to see blood trickling down the side of her face. "Lily!" Rose cried, coming over to check on her as Mickey joined too, leaning before her. He lifted two fingers, demanding: "Lily, how many fingers?" She looked at him incredulously and he said sternly: "Lilian Tyler, answer the question! How many fingers?"
She hit him on the head, annoyed and Rose smiled while the Doctor frowned. "Yup, okay, she's fine." Mickey muttered as the Doctor asked bewildered: "Who's Lilian?"
Lily sighed. "Me, you daft idiot." She said and the Doctor stared at her. "How come you've never told me that?" He asked and she rolled her eyes, while they ducked another Krillitane as K9 shot it. "You never asked that either!"
"I wasn't going to question it when you told me your name was 'Lily'!" He yelled as they ducked once again and Lily yelled back exasperatedly: "And I don't question why you're 'Doctor'!" "Is this really the time?" Sarah Jane yelled.
"Suggest you engage running mode, mistress." K9 informed, and the Doctor pulled Lily up onto her feet. "Come on!" He called to the others, pulling Lily with him and rushing them out the room. "K9, hold them back!" He yelled. "Affirmative, master." K9 replied. "Maximum defense mode." K9 cried as he began to shoot lasers in all directions.
The group ran into the nearest classroom, the physics classroom. The Doctor paced in thought as they all caught their breath before he clapped his hands together, finally figuring out a plan. "It's the oil." He announced. "Krillitane life forms can't handle the oil. That's it!" He cried excitedly while the rest of them crowded around him. "They've changed their physiology so often, even their own oil is toxic to them. How much was there in the kitchens?" He asked Rose.
"Barrels of it." She replied when suddenly they all heard screeching. They turned in alarm to see scratches on the doors as the Krillitanes fought to get inside. "Okay, we need to get to the kitchens." He ordered. "Lily, stay close to me, they'll be targeting you." She nodded as the Doctor continued.:"Mickey."
"What now, hold the coats?" Mickey asked spitefully and Lily snapped: "Not the time!" The Doctor ignored that as he continued: "Get all the children unplugged and out of the school." He ordered before continuing, thinking furiously. "Now, then, bats, bats, bats. How do we fight bats?"
"With high pitched sounds." Lily responded. Kenny looked up before heading over and jabbing the fire alarm with his elbow. They looked up in surprise as the alarm rang shrilly. The Doctor smiled gleefully as they heard the Krillitanes shrieking in pain outside. Lily ruffled Kenny's head as the Doctor pushed the door open, and they all ran out past the writhing Krillitanes.
The alarms stopped abruptly, and Lily knew it would only be moments before the Krillitanes would be after them once again. Mickey ran off towards the classrooms while Rose, Lily and Sarah Jane followed the Doctor towards the kitchens.
"Master." K9's voice came from behind. "Come on, boy. Good boy." The Doctor encouraged, leading the dog along with them. They burst in, and the Doctor began to sonic the barrels before saying desperately: "They've been deadlock sealed." Lily groaned. "Now what?" She muttered, trying to think of something else.
"Finch must've done that. I can't open them." The Doctor muttered, and K9 replied: "The vats would not withstand a direct hit from my laser, but my batteries are failing." The Doctor glanced around. "Right. Everyone out the back door." He ordered. "K9, stay with me."
Rose and Sarah Jane rushed out, and the Doctor began to drag the barrels. He paused when he heard another one drag behind him. "What're you doing here, I said get out!" He exclaimed as he saw Lily dragging the vat into place. "You need help to get these all in place, and besides you ordered me to stay beside you." She retorted and the Doctor gave up. "Fine, just be careful!" He ordered. They dragged all the barrels, arranging them into a circular formation- a perfect trap.
"Capacity for only one shot, master." K9 suddenly piped up. "For maximum impact, I must be stationed directly beside the vat." Lily paused, staring at the robot as the Doctor rushed over. "But you'll be trapped inside." He protested, bending down to stare at the dog.
"That is correct." K9 replied and Lily's heart sank. "I can't let you do that." The Doctor murmured. "No alternative possible, master." K9 replied and Lily said desperately. "There must be another way." But just then they heard the screeches of the Krillitanes as they got closer. The Doctor hesitated before looking at the robot dog.
"Goodbye, old friend." He whispered, staring intently into K9's eyes. "Goodbye, master." The brave little dog answered. "Bye K9." Lily whispered. "Goodbye, mistress." K9 responded.
"You good dog." The Doctor said seriously. "Affirmative." K9 replied and he wiggled his little antennae ears and tail. The Doctor patted the dog one more time before he grabbed Lily's hand, pulling her away. They ran out together, Lily glancing back one last time to see the brave dog rolling towards the vats.
They burst out the back door, the Doctor letting Lily go as he soniced the door shut. "Where's K9?" Sarah Jane asked, surprised. "We need to run." The Doctor said shortly. Sarah Jane glanced at Lily, but the younger girl hung her head. "Where is he?" She asked again as the Doctor ran past, pulling Lily with him. The Doctor paused as Sarah Jane glanced back at the locked door. "What have you done!" She cried as the Doctor pulled her forcefully away, Lily following.
They ran desperately, trying to put as much distance between them and the kitchens as possible. The Doctor grasped Sarah Jane's hand as Lily ran right behind him. They'd rushed out into the front yard just in time when the kitchen blew up, the glass shattering as the flames licked the sides.
Lily saw Rose hug Mickey ecstatically as they looked on. "Oh my God, Kenny blew up the school!" A girl shrieked happily. "Yay! Kenny! Kenny! Kenny! Kenny!" The other children cheered but Lily saw the Doctor turn to a mournful Sarah Jane. She stepped quickly away to give them some privacy as the Doctor whispered: "I'm sorry."
"It's alright." Sarah Jane replied, too quickly. "He was just a daft metal dog. It's fine, really." Lily watched sadly as the Doctor hugged the poor woman, who then burst into tears.
"You've finished him." The Doctor looked up from patting the robot to see Lily standing by the Tardis console, grinning down at him. "Yup." He shrugged, standing up from where he was sitting.
"Sarah Jane'll be ecstatic." Lily smiled and the Doctor cracked a smile back. "Well, I should hope so. He's a good dog." He said, patting the dog on the side. "Affirmative." Lily joked and they laughed. "Right, now I'm going to set him outside, surprise Sarah Jane." The Doctor mused and Lily nodded.
He paused as he left, turning to her suddenly. "Why did you never tell me your age?" He asked and she shrugged. "Like I said, you never asked, and I didn't see why I should tell you." The Doctor paused as he took that in.
"I'm sorry." He said and she looked up, surprised. "I should've. I should pay more attention." He admitted and she shrugged again. "No, it was fine, really." She paused before looking him in the eye. "But you should, you know, especially with people like Sarah Jane and Rose."
The Doctor nodded, slowly. "I'll keep that in mind. But don't downgrade yourself- you're just as important." He murmured before leaving, heading out of the Tardis. Lily waited until the doors had closed before she sighed.
"Oh, how wrong you are, Doctor." Lily whispered, turning to slowly walk upstairs. "I'm just a companion- you loved them."
"You've redecorated." Lily heard Sarah Jane say as she walked out into the Tardis console room. "Do you like it?" The Doctor asked cheerily. "Oh, I, I do. Yeah. I preferred it as it was, but er, yeah. It'll do." Sarah Jane mused.
"Hello, Sarah Jane." Lily smiled as she spotted the older woman. "Hello, you." Sarah Jane grinned back. "I love it." Rose chimed in, referring back to what Sarah Jane had said before. They all shared grins as Sarah Jane asked: "Hey, you what's forty seven times three hundred and sixty nine?"
"No idea." Rose chortled. "It's gone now. The oil's faded." "But you're still clever." Sarah Jane smiled. "More than a match for him." She indicated the Doctor. "You and me both." Rose answered with a smile. "All three of us." Sarah Jane corrected with a smile, glancing at Lily who grinned back. "Well, Lily's always been clever. Why she's boring." Rose winked and Lily laughed. Rose turned to the Doctor.
"Doctor?" She called, and he raised his head. Rose gestured at Sarah Jane. "Er, we're about to head off," the Doctor began, "but you could come with us." He offered hopefully. Rose and Lily glanced at the older woman hopefully but she shook her head.
"No." She rejected gently with a smile. "I can't do this anymore." The Doctor and Rose's smiles dropped while Lily's turned understanding. "Besides, I've got a much bigger adventure ahead. Time I stopped waiting for you," she looked meaningfully at the Doctor, "and found a life of my own." The Doctor raised an eyebrow at that.
"Can I come?" Mickey asked suddenly. Sarah Jane and Lily stared at him while Rose grimaced. "No, not with you," Mickey said quickly, seeing Sarah Jane's face, "I mean with you." He looked at the Doctor, who looked at him impassively. "Because I'm not the tin dog, and I want to see what's out there." Mickey finished and Lily smiled.
"Oh, go on, Doctor." Sarah Jane encouraged. "Sarah Jane Smith, a Mickey Smith. You need a Smith on board." "Okay then, I could do with a laugh." The Doctor said finally, and Mickey grinned while Sarah Jane smiled. Mickey turned to Rose, and then sensed her tension.
"Rose, is that okay?" He asked, and Rose replied somewhat sarcastically. "No, great. Why not?" They all looked on awkwardly before Lily said: "Well, I'm glad you're coming." She grinned as she tackled him in a hug. "Besides, I missed having someone to poke fun at." "Oh, so that's all I'm good for?" Mickey teased back and Lily said with a smug smile: "Well… obviously." They smiled and Sarah Jane sighed.
"Well, I'd better go." She said, and they all turned to her, Lily's smile fading. The Doctor moved away and Sarah Jane reached out to pull Rose in close. "What do I do?" Rose asked her quietly. "Do I stay with him?" She asked, a little bit afraid of the answer.
"Yes." Sarah Jane said firmly. "Some things are worth getting your heart broken for." She hugged the younger girl, before pulling away and saying: "Find me, if you need to, one day. Find me." Rose smiled and Sarah Jane looked over at Lily.
Lily stepped forward as Rose moved back, giving them space. Lily reached out and hugged the older woman who hugged her tightly. "I'll miss you." Lily admitted, and Sarah Jane closed her eyes. "Look after him." She whispered in Lily's ear. "For you." Lily promised but Sarah Jane shook her head, pulling away to look the younger girl in the eye. "For you and him." She said quietly. "You might not know it, but you're good for him. You're…" She broke off, glancing briefly at Rose and then at the Doctor. "Stay with him and look after him." She finished, and Lily nodded.
Sarah Jane turned and left, the Doctor opening the door for her and following her out for their own goodbyes. Lily sighed, folding her arms across her chest. She was going to miss Sarah Jane. She thought back to when Sarah Jane hesitated, and wondered what she had wanted to say.
Sarah Jane P.O.V.
"It's daft, but I haven't ever thanked you for that time." Sarah Jane mused as she and the Doctor stopped outside the Tardis. "And like I said, I wouldn't have missed it for the world." She smiled at him, and the Doctor returned it.
"Something to tell the grandkids." The Doctor joked, and Sarah Jane laughed. "Oh, I think it'll be someone else's grandkids now." She said lightly and the Doctor winced as he realized. "Right. Yes, sorry. I didn't get a chance to ask. You haven't? There hasn't been anyone? You know." He asked and Sarah Jane smiled.
"Well, there was this one guy." She started, staring up at the Doctor. "I travelled with him for a while," she said meaningfully, "but he was a tough act to follow." She ended with a slight sob as the Doctor smiled at her sadly. Sarah Jane took a deep breath before saying: "Look after her. Lily."
The Doctor blinked and then smiled, saying lightly: "Oh, I will. Her, and Rose, and Mickey." "No," Sarah Jane interrupted. "I know you, Doctor. Rose is splendid, wonderful," the Doctor frowned, not seeing where she was going with this, "but Lily- she's special. She's good for you. Promise me you'll look after her."
The Doctor stared at her with a raised eyebrow, searching her face. "I promise." He said finally. Sarah Jane smiled at him, before taking a deep breath. "Goodbye, Doctor." She said, gazing up at him. "Oh, it's not goodbye-" The Doctor argued but she interrupted. "Do say it." Sarah Jane said desperately. "Please." She looked up with eyes shining with repressed tears. "This time. Say it." She begged quietly.
"Goodbye," the Doctor began and Sarah Jane smiled, "my Sarah Jane." He said, his face breaking into a smile of his own and he wrapped his arms around her, lifting her up as he gave her a tight hug. He let her go, and they exchanged smiles tinged with sadness before the Doctor left into the Tardis and Sarah Jane walked away bravely.
She turned as the Tardis finished whooshing away, and her eyes widened to see what had been hiding behind the Tardis as it finished dematerializing.
"K9!"