AN: Longest chapter yet! Sorry it took so long. But I finally got over my writer's block and here it is! We learn a little bit more about Lily's powers and... well other things. Please review and enjoy!

Disclaimer: I own zip of Doctor Who. Just this fic.

Chapter 12

"The Doctor?"

"Yep, that's my true name. Well, not actually my true name, but that's what everyone calls me, so I suppose it's basically my name."

I'm just slowly blinking at him. 'Maybe I did trust a madman.'

"Doctor?" Jeffrey pipes up. "That's not really a name, though. That's a title. Doctor who?"

"Okay then, Doctor," I start, preventing Jeff from pushing this. We don't have time for this. "What are you exactly and what is going on?"

"Straight forward," he says softly, kind of getting a faraway look in his eyes. "I like that about you, Lily. You remind me of someone I used to know." Sadness and regret come off of him in waves, and some guilt too. I wonder who that person was. Maybe I can ask him later. He snaps himself out of his daze a second later and starts to explain. "Well, as to what I am, I am a Time Lord from the planet of Gallifrey. We are currently inside my spaceship, Time and Relative Dimensions in Space, or TARDIS for short. And, yes, it has bigger on the inside technology. I'll get into that later. As to what is going on, that's a little bit more tricky." At this, he starts running around the circular console pushing buttons and flipping switches and even banging at something with a mallet at one point. "I've only really delayed the Sh'rai for the time being but they will come back with a vengeance and we need to have a plan."

"Hold on," Jeffrey says, looking very confused and even raising his hand as if we were in class. "What are the Sh'rai?"

"Well, they are what dragged our dear Lily into the pool and almost drowned us after I jumped in after her. They actually have a much longer name, but you will not be able to pronounce it with your vocal cords, so for now we are using Sh'rai. As I told Lily earlier, they are a race of people from the planet Ra'jesh which is a water planet, almost no landmass whatsoever to its name. However, due to solar issues, the Sh'rai race transported to Earth because of this planet's abundance of water. Ancient peoples who encountered the race thought they were nature spirits and so called them nymphs, sirens and the like." He looks up from the console to make sure Jeff is following and immediately goes back to punching in something on what looks like a keyboard. "However, the group we're fighting is a tad bit more extreme than the rest of their brethren. They absolutely hate humans and wish to rid the planet of you lot."

"But why? This isn't their planet to begin with," I point out.

"While that is true, they see humans as destructive and violent, which you have to admit, is pretty much true. They hate that you are polluting the planet and basically multiplying at fast rates. They believe you will destroy the planet before the century is over, which isn't true in the slightest, they just believe it is. Anyway, so this group is using the children of this school in order to completely manifest again into their true forms and receive all of their original powers. And if that happens," at this he looks up at us with a dead serious look on his face. "We can pretty much say good-bye to the human race."

"Hold on," Jeffrey says again, a little bit more urgently. "Gain their original forms and powers? How did they lose them in the first place? And how is stealing these kids emotions going to help them get it all back?"

"Well, when they got to this planet they used all of their power to get here. Some creatures can travel without a spaceship, however it costs them a lot. For the Sh'rai, it cost them their original forms along with all of their powers. What we saw tonight was their limited form."

"You call that a limited form?" I respond, rubbing my throat in the process. In no way was that limited. I couldn't even fight them off!

"Imagine what you were fighting ten times bigger and them drowning you with only their mind. That is their power. Some retained this ability and in ancient times they were called Sirens, but they were dealt with pretty quickly by some smart bloke who knew to block his ears with wax. Quite a brilliant strategy really," he trails off, still running around the console until finally facing the screen he was originally at and staring at it again. "So, anyway. One thing the Sh'rai don't have are complete emotions which is another reason for why they turned so bad. They are basically running on instinct and that's not a good thing for anyone on this planet. They need the children's emotions as the key to start retrieving their full capacity once again." Turning the computer screen around so we can see it, he points to the little blips of light that cover a maze like thing on the screen. "For right now, I am monitoring their movements around the school. While I was able to flush them out of the pool and down the drain, they managed to escape and move into the pipes. They're not about to let this go, and we can't either. I have an idea of what to do, but I'm going to need you, Lily, to help." Suddenly turning very serious, he looks directly at me. I sit up a little in my chair and pay complete attention to what he is saying. "It's going to be dangerous. We'll need to head them off just outside the school and I'll need you to keep them busy while I set the stage. I can't promise to keep you safe."

"That's why I'm here," Jeffrey says, placing his hands on my shoulders. I look back up at him and give him a small smile. I look back at Jo—no, the Doctor. I give him a nod.

"Just tell me where I need to go and what I need to do."

And just like that, he's smiling that great big smile of his and I can't help but smile back.

-oOo-

About a half hour later I'm standing outside in the back of the school right next to a grate that leads down into the sewers. Luckily, I'm wearing a new (dry) outfit that I was able to borrow from the TARDIS clothing mall—as I have now dubbed it—and I don't think I'm going to return it. Jeffrey is standing next to me (also sporting some new clothes), tense and ready to face whoever decides to face us. He expects to get into a punching match with water (which is a really funny mental picture) and I just expect us to stand here talking for the next…well, however long it takes for the Doctor to get things organized and ready. Either way, we're going to be standing here for a bit hoping that we will be distracting enough.

I get to put my acting skills to the test again. Sigh.

I huddle inside my black sweater trying to conserve some heat. Even though it's really not that cold outside, I feel like it is. I'm still trying to wrap my head around everything I just found out and trying to get over the fact that I almost died. And the fact that I have to face the very things that tried to kill me is enough to set me on edge as it is. Add to that the fact that I have to somehow distract these things while simultaneously gathering information about them and the drug and also how Jeffrey is feeling is making my headache just grow a little bit bigger. Plus, my exhaustion has reared its ugly head as well. After all, I have been up for almost 24 hours already (that whole five minute thing where I was unconscious does not count) and all I want to do is climb into bed and pretend I don't exist.

Of course, that's if my dreams allow me to rest, which after this little adventure, I doubt they will.

I stand there trying not to look obvious that I'm starting to sway and continue to stare into space. I have no idea where these things are going to be coming from, but the Doctor told us that they would come meet us out here. Just as long as we stay away from the grate, we should be fine. We are in the middle of a drought so there are no water puddles around us to hide them either. I'm not entirely sure I can handle much more of this waiting. 'That's it, I'm going to sleep. Right here standing up, I don't care.'

Right when I close my eyes I sense Jeffrey tensing beside me and all of his emotions shut off and become alert. Well, I guess that only means one thing: they're finally here. I open my eyes and stare as water bubbles up from under the grate and slowly seeps out of its openings. The only thing about that: it's rising straight up, like a geyser, but oh so slowly. And I thought my night was already weird. We watch it as it slowly ascends and takes the form of a dowdy woman that I have become pretty familiar with.

"Oiy, couldn't you have sent another one of you? I'm really tired of seeing your face," I say as a form of greeting. I'm not going to be nice anymore. I'm too tired for that.

She finishes forming into her lumpy self, sweats and stethoscope included, and sneers in my direction. Yep, it's a mutual hatred. "As much as I would love to send one of the other girls, they can't quite form into this form yet, so alas, it's only me." She looks me up and down then and I give a scathing glare. "Too bad my sisters couldn't finish you off. As great as your abilities might be, you have a mouth that really needs to learn to stay shut."

I continue to glare at her. Jeffrey, for his part, is handling this all quite well. After all, it's not every day you see a nurse suddenly materialize from water. I don't think he knows what to say. Or do. Hell, I don't even know what to say or do. How the hell am I supposed to distract her when she has a bunch of sisters I can't even see?

Oh wait, that's right. 'I am an idiot.' When the Doctor put up his own barrier in my mind, it became much easier to be selective of what I felt. Translation: I need to concentrate more on what others are feeling in order to really register their there. Granted, the emotions didn't go away, they just drifted away from my awareness. I lower my barrier a little and start paying more attention to the feelings coursing around me. But first things first…

"Just how many of you are there?" I ask.

"Wouldn't you like to know?" she retorts, pissing me off further.

"Yes, actually, I would. It's only courtesy to tell your opponent just how many aliens she may be fighting at any given time. As you can see, there are only two of us here. How many of you are there?"

She smiles wickedly and glances back down into the grate. "There are, including myself, ten of us."

'Gotcha.' My eyes widen slightly at that news. "Ten?"

"How do you expect us to fight off ten of you? Especially if you can change into water at will?" Jeffrey pipes up, following my subtle lead.

Evil Nurse Lady starts laughing and there begins a phantom laughing troupe from under her feet. "You can't, that's the thing. It's the perfect plan, you see. By the time you might be able to pin us down we will have all of our powers back and you will be at our mercy."

"Define these powers for me. After all, they seem to be quite—oh, what's the word? Oh yes—lame."

I get a great loathing glare and the hate that suddenly rushes forward confirms my suspicions. All there and accounted for. Good. Now to keep it that way. 'Doctor, please hurry up with whatever you are doing.'

"Our powers include many things, mortal. But what you should be most concerned about is our significant powers in telepathy. Not only can we hear everything you are thinking, we can also manipulate your thoughts. Make you believe whatever we want you to believe. It was always great fun making men believe that we could grant them all their desires and watch them drown just trying to get to us. And watch young, beautiful women be driven mad with nothing but the touch of our minds. You, Empath, could never understand such power, such ectasy." Her eyes have clouded over in want of something she once had, in desire for the past. That wanting is reflected in her brethren as well. I simply role my eyes at her, not that she notices.

"The way you describe it, I would never want those kind of powers," I spit at her. "To use a power in such a way simply because you can is sickening. And if being immortal causes that kind of thinking, I'm glad I'm mortal."

She laughs at me then. Her mood suddenly shifts to that of complete glee and I can't comprehend the shift. "You have absolutely no idea about yourself, Empath. How pitiful." She gives me a mock pitying look while I just give her a confused look. 'What the hell is she talking about?'

"She knows enough to not be a monster like you," Jeffrey defends, putting a hand on my arm. I appreciate what he says about me, but now I'm curious.

I must be easy to read. "You want to know something about your powers, Lily? They are just as powerful as mine, if not more potent. While an idea is quite powerful, emotions for humans are much more so."

"What are you talking about?" I'm starting to get fed up with the ambiguousness of this conversation.

"You have only begun to scratch the surface of your abilities. Sure, you can sense others emotions and understand others because of them. But dear little girl, you can do so much more than that."

I feel a pit forming in my stomach. But I have to know. "Like what?"

She gives me another creepy gleeful smile. "Why, you can create emotions in other people. And there is so much potential with that kind of power. For instance, you can start wars between nations, destroy relationships, shake the very foundation of a person's psyche if you wished it. Being an empath is so much more than sensing emotions and you have absolutely no idea."

I scoff. There is absolutely no way. I can barely handle the power as it is. What makes her think I could do any of what she just said? Or that I would even want to?

"Think of it this way, Empath," she starts up, catching my attention again. "How do you know that your dear friend Jeffrey there is really your friend?"

"What are you talking about? Of course I'm her friend!" he shouts.

"Are you? Genuinely? How do you know she hasn't forced you to like her? This power may be dormant within her but it doesn't mean that it isn't being used." Her attention switches back to me and I try to stand under that insane gleam in her eyes. "And what about your students? How could 20 students, all roughly the same age, like a woman like you meddling in their lives? Haven't you ever thought it was odd?"

My eyes widen again. I'll never admit it out loud to her, but I have often wondered that. How could they like me? I do meddle in their lives more than any one person should but they never seem to be annoyed with me or angry. They just seem to accept it as the way it is. None of them have ever gotten upset with me, even in the beginning. What if she's right?

"Lily, don't listen to her," Jeffrey whispers to me and I glance over at him. "None of what she is saying is true. I wouldn't be your friend if I didn't genuinely like you and think you were a great person. You are a great person, don't ever doubt that, powers or no powers."

I feel a burning in the back of my eyes and try to swallow the lump that is forming in my throat. Jeffrey is such a great friend. However, now is not the time for crying. It seems the Doctor still needs some time and I need to keep distracting them for as long as it takes him to do whatever he needs to do.

I wipe the wetness from my eyes ('I am NOT crying!') and focus my attention back on Creepy Nurse Lady. Time to dig. "Why did you involve children?"

"They are the most emotional out of the lot of you. So many hormones raging making their emotions go completely insane. It's wonderful!"

I roll my eyes at her description. Oh yes, teenage years are so wonderful. Hormones are my best friend! I know she's evil and not human, but that does not mean she has the right to be stupid.

"So, the more emotions, the what? Quicker you reform?"

"Exactly so." She smiles at me again. If she gives me that creepy smile one more time I will punch her.

"Are there any long term effects for the students?" Jeffrey asks, completely worried for the students sake and trying to take control of the conversation before I do something stupid. I must be really easy to read.

She looks up at the sky as if thinking about it and my hackles begin to rise again. I've said it once and I'll say it again: I'm exceedingly protective of children. "Well, once they stop taking the pill, no there won't be. They'll go right back to how they were before: absentminded and useless."

As annoyed as I am by the statement, I sigh in relief. So I guess there really is nothing I have to do in order to revert this. Yay.

"But, we don't plan on that happening anytime soon," she continues. "After all, we all haven't completely reformed yet."

"Don't think that I won't stop you, alien," I say coldly. I pull out from the small satchel I am wearing the bottle of pills that I took from the nurses' station right before I came out here. It is white with a blue, hand-written label on it. "Maximophil" is scrawled along the label in thin, spidery hand-writing. Creepy Nurse Lady gasps and lurches forward away from the grate. I walk over to the gutter and open the bottle.

"No! Give that back!"

"Come any closer and I'll make sure to scatter this into the drain!"

She stops moving and moves back over to the grate. Hopefully this will prevent her or her sisters from moving. I need to keep them where they are. I know they can move around in the pipes, but if any of the water ones touch the pills, they will dissolve and thus ruin them. It would be pointless for them to even try. So the only one I have to worry about is the nurse.

She sends me a most evil glare that sends a shiver down my spine. I have no doubt that if she had even a fracture of her power, she would kill me on the spot. Good thing for me that she doesn't.

"Now, this is what you are going to do," I say with a chilling calm. I have no idea what the Doctor is doing, but considering I have this chance, I am going to take it. "You are going to leave this school and go back to the ocean or wherever the hell your brethren are. You are going to forget this silly little idea of yours and be content with what you have. Your other kind doesn't seem to mind being water aliens and remaining peaceful. Why don't you follow their lead? If you don't move out of here within ten minutes, these pills are going to go for a swim and your plan will be ruined anyway. Got it?" Not that I intend for these pills to stay. I'm going to destroy them no matter what they do. But they don't need to know that.

Jeffrey looks at me wide-eyed. "Damn," he whispers, just loud enough so I can hear him. "I didn't know you had that in you."

Frankly, neither did I, but I can't tell him that now. I'm in the middle of a glaring contest.

All of a sudden I hear a loud clang and can feel alarm coming from the watery aliens below Creepy's feet. She looks underneath her with a quizzical look. "What's going on? Why are you all bubbling?"

'Bubbling? Is that code for something?' Suddenly the alarm turns to true fear and I can hear some screaming from a couple of the aliens. Soon, they are all screaming, including the Nurse Lady. They are so loud and shrill that I drop the pill bottles and cover my ears. I can see that Jeff is doing the same. I glance up from my doubled over position and stare at the only alien I can see. It's like her entire body is bubbling over, like a pot of boiling water. Soon, it's foaming over and she begins to break apart. It looks like her body is simultaneously turning back into water and turning into steam. She continues screaming in pain and I can't help but feel sorry for her.

Soon, there is nothing left of any of them, just steam drifting in the wind and climbing up into the atmosphere. I stand up completely and gaze dumbfounded into the sky, watching as the last traces of what used to be a nightmare dances into the atmosphere. Jeffrey walks over and picks up the now mostly empty pill bottle. The pills are scattered all over my feet. Oh well. I look over at Jeffrey and say the only thing that comes to mind.

"What the bloody hell just happened?"