AN: Oh why hello there lovelies it's me! I've been super busy with a new class and college stuff … Creative writing. I love it but I can't use this as my short story or memoir. Anyway moving on

Big thanks to Vivere Memento as always.

Disclaimer: I don't own Doctor Who or any other BBC stuff.. I just have a comfy TARDIS blue Cardigan on right now.

Anyway enjoy!

Rebecca woke early the next morning feeling completely and utterly miserable. The events of the night before had taken its toll on her and she had this unfillable emptiness inside of her. She did drag herself out of bed and found one of Jack's button down shirts on the back of her door and slipped it on over her pajamas, breathing in his scent and oh how she ached for him, nearly four months now and it hadn't gotten any easier. She had tried a hundred self-help books in hopes of escaping the crippling grief. Most days, they were busy running around saving the world. It was easier not to think of him, to just block out the memories. But it was the lazy mornings like this one that allowed her to think.

She put on her slippers and walked through the maze of hallways to the galley and made herself a cup of coffee and grabbed a muffin and then decided to move her breakfast to the library reading a book on the evolution of Malaysian butterflies, waiting for the Doctor and Rose to get up. After an hour and a half she went to refill her mug and found Rose in the kitchen in her knickers and one of the Doctor's shirts.

"Looks like someone had a good morning." Rebecca said, causing Rose to blush. "Where's the time lord?"

"Getting showered and dressed."

"Good, all the juicy details now."

"Best shag of my life, hands down."

"Is he any different than a human anatomically?"

"Maybe a little bigger but nothing shape wise… the things that man can do with his tongue." Now it was Rebecca's turn to blush. "I swear that new body is addicted to licking, not that I'm complaining."

"I was hoping you wouldn't." the Doctor said popping into the kitchen, freshly showered and dressed in his normal pinstripes and chucks. "Morning darling, Rebecca."

"Morning Doc. What's on the agenda for today?"

"I was planning on just doing TARDIS repairs today. Maybe you two could go visit Jackie."

"We literally saw my mother like four days ago, since when do you encourage domestics?" Rose teased.

"Different man now and I know how much it means to the pair of you to spend time together."

"If I had a mother who cared about me, I'd probably feel the same way as you Rose but since I don't, I think it's good that you visit her."

"What're you gonna do then Becks?" suddenly Rose's phone rang and she ran from the kitchen. Rebecca smirked at the Doctor.

"So… you two danced?"

"I don't particularly feel comfortable talking about it with you."

"We're best friends! You're like my brother! On second thought…. Never mind. You are like my brother. I don't want to know."

"Time Lords were rather prudish to the point that sex was no longer required, children were grown using their parents TNA in something called a loom. Having sex was frowned upon between time lords and having it with a human, was rather taboo… its why it took Rose and I four months for me to even consider it."

"So what changed?"

"Almost losing her… I thought I lost her when we couldn't find her statue. I couldn't-" his thought was interrupted when Rose came back into the kitchen.

"Doctor, Becks, I got a call from Mickey again."

"I hope this time it has nothing to do with GENIES," Rebecca said taking a sip of her coffee. "What did Mouse boy want?"

"There's been odd reports of this new school Deffry Vale High School. He wants us to get in on the inside but he can't get in due to his criminal charges for apparently murdering me." Rose said bitterly.

"We obviously were needed at that time. The TARDIS brought us to the Slitheen invasion for a reason." The Doctor argued. "Although I didn't really need that slap from your mother."

"You're a big boy. You handled it okay." Rose smiled and leaned into him. "Besides, it's a small price for saving the world."

"Yeah Yeah, sure." He said with a small eye roll, smiling. "So we need to get into the school. Rebecca, you're good at teaching yeah?"

"Yeah, I've tutored and student taught a class once. That went well enough."

"What'd you teach?"

"A literature class and an archaeology class. Tutored in every history course offered on a high school level, every English course, anatomy and physiology, biology, chemistry and basic physics and math up until Calculus."

"Brilliant! They need an English Teacher and a physics teacher or rather will need thanks to me. I've actually taught Chemistry and Physics before." The Doctor told her.

"What about Rose?"

"Mickey already got me a job as a dinner lady. I'm gonna smack him I swear." Rose said with an eye-roll.

"Doc, just a problem, I don't have a teaching license and neither do you."

"We have this wonderful thing called psychic paper."

"Or we could forge them from the internet."

"That too. Come on then, I'll do that, you pack or do whatever it is you do."

"Doctor, why are we packing?"

"Can't stay in the TARDIS and risk someone following us. That happened to me once a long time ago, when I was traveling with my granddaughter, Susan. Her teachers followed her to the TARDIS, and traveled with me for a while. Good old Barbara and Ian Chesterton. That was back in my first body." Both Rebecca and Rose looked at him. He had never mentioned people he had traveled with in the past.

"What number are you on now?" Rose asked softly.

"This is my tenth regeneration." He said swallowing a bit. "I'll go print out our certificates Rebecca."

"Come on to the wardrobe room." The two girls packed up their things. A few minutes later the Doctor popped his head into the wardrobe room checking on the two girls.

"Doc, don't we have to interview?"

"Hadn't thought of that… probably. No time like the present!" he said running towards the console room, setting up the coordinates and landing them in a janitors closet.

"Perfect place to leave the old girl!"

"In the Janitor's closet? You've officially gone mad Doc." Rebecca said with an eye roll but she didn't argue any further, instead walking confidently down the hallway with a copy of her fake 'CV' in hand and a briefcase in the other. She was quickly ushered into the office of Mr. Finch, the head master who was impressed by her past work experiences and published works in teaching journals. The man seemed a bit off to her, holding her hand longer than necessary when they shook before her departure. She received a call from him a few hours later telling her when to come in and begin teaching later that week.

Rebecca taught her first day of classes with the most eventful thing being a child being able to perfectly spell supercalifragilisticexpialidocious. The children she taught seemed to be excellent technical writers, but not very creative when it came to storytelling. They did have a knack for understanding Shakespeare's work which was a big positive in her book.

"Ready for lunch Rebecca?"

"Please, you just wanna go check on Rose."

"She hates the job… it's kind of funny actually."

"You're an awful boyfriend." Rebecca chided gently as they got on the line to grab lunch. Rose glared at the Doctor as she scooped mashed potatoes on his plate. He smirked at her and then got chips before grabbing a seat at one of the tables. Rebecca shot her an apologetic look to which she shrugged. Rebecca sat down across from the Doctor, nibbling on her salad. Rose came over to the pair of them with a dishcloth to wipe the table and glared at them.

"Two days."

"Sorry, could you just- there's a bit of gravy." The Doctor teased pointing with his fork as Rose wiped the table. "No, no - just there."

"Two days, we've been here." Rose complained.

"Blame Mickey, he's the one who put us onto this. And he was right. Boy in class this morning - got a knowledge way beyond planet Earth."

"Lucky, all I have are non-creative technical writers. Although I'm subbing history later today, maybe they can translate the height of the pyramids into cubits." Rebecca mused. "Hey Rose want my chips? Not a big fan, they taste different to me."

"Me too." The Doctor said. "Rose, wanna try one?" he held up his fork to her lips and she took a bite and nodded.

"Yeah! I think they're gorgeous. Wish I had school dinners like this."

"Not what I had back at my old school, then again I ate my lunch alone in the library or ate with my archaeology teacher."

"It's very well behaved, this place." The Doctor said squinting around.

"Mm." Rose mumbled through a mouth full of chips.

"I thought there'd be happy-slapping hoodies. Happy-slapping hoodies with ASBOs. Happy-slapping hoodies with ASBOs and ringtones."

"Doc, ASBOs?"

"Basically Chavs." Rose explained. "The Government says it nicely Anti-Social Behavior Orders." Another Dinner lady approached Rose.

"You are not permitted to leave your station during a sitting."

"I was just talking to these teachers."

"Hello!" the Doctor said and Rebecca waved.

"They don't like the chips." Rose mocked whispered.

"The menu has been specifically designed by the headmaster to improve concentration and performance. Now, get back to work." She left and Rose walked away

"See? This is me. The dinner lady." Rose said gesturing to her uniform.

"I'll have the crumble".

"I'm so gonna kill you." She said.

"All teachers report to the faculty room." An announcement said over the loud speaker. Rebecca glanced at the Doctor.

"Well then shall we?" Rebecca said collecting her briefcase and tossing out the food on her tray.

"We shall." The pair walked to the staff room and Rebecca quickly introduced herself to an older man who appeared to be sitting alone.

"Hello, I'm Rebecca Goodman, I'm a new English teacher here."

"James Parsons. Welcome and who's your friend?"

"John Smith, physics. What do you teach Mr. Parsons?"

"History. Used to be a fairly mundane job, until about three months ago. I mean yesterday, I had a twelve-year-old girl give me the exact height of the Walls of Troy... in cubits."

"Cubits? It would range from 10.936133 to 17.4978128 since the wall ranged in height from anywhere between five and eight meters." The teacher stared slack jawed at Rebecca.

"What?"

"You know how to do cubit conversions in your head?"

"Yes?" Rebecca asked mildly confused. "I'm good at maths. But the changes in the students have been occurring ever since the new headmaster arrived?"

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot." He said, nodding over toward the group of teachers behind them. "Except for the teachers you two replaced, a married couple, and that was just plain weird, them winning the lottery like that."

"How's that weird?"

"They never played! Said the ticket was posted through their door at midnight." Rebecca rolled her eyes shooting a glance at the Doctor who merely smirked at her. He had posted the ticket so they could get their positions.

"Hmm! The world is very strange." The Doctor said popping another biscuit into his mouth. Rebecca tapped him to alert him of the presence of the headmaster and a woman she didn't recognize.

"Excuse me, colleagues - a moment of your time." The Doctor turned, his eyes widening as he took in site of the brunette woman beside Mr. Finch, the headmaster. "May I introduce Miss Sarah Jane Smith. Miss Smith is a journalist, who's writing a profile about me for the Sunday Times." Sarah Jane smiled around to all of them and the Doctor smiled widely.

"I thought it might be useful for her to get 'a view from the trenches', so to speak. Don't spare my blushes." Finch continued before leaving them. Rebecca saw the Doctor's face and gently nudged him towards Sarah Jane continuing a conversation with James Parsons.

"Hello!" Sarah Jane greeted the Doctor.

"Oh, I should think so!" he smiled.

"And, you are... ?"

"Hm? Uh, Smith. John Smith."

"John Smith? I used to have a friend who sometimes went by that name."

"Well, it's a very common name!"

"He was a very uncommon man." She held out her hand to him. "Nice to meet you!"

"Nice to meet you! Yes! Very nice! More than nice - brilliant!"

"Um... so, um, have you worked here long?" she questioned.

"No! Um, it's only my second day."

"Oh, you're new, then? So, what do you think of the school? I mean, this new curriculum?" the Doctor couldn't bear to tear his eyes away from Sarah Jane, the woman he had left behind to return home so many years ago. "So many children getting ill - doesn't that strike you as odd?"

"You don't sound like someone just doing a profile." He pointed out with a grin.

"Well, no harm in a little investigation while I'm here."

"No. Good for you." She walked away to speak to some other teachers and he smiled watching her walk off. "Good for you. Oh, good for you, Sarah Jane Smith." Rebecca took that as her opportunity and approached her friend.

"What was that all about?"

"What was what?"

"You're smiling like a child in a candy store. Honestly Doc, the only time you smile more is when you see Rose…so who is she to you?"

"Sarah Jane…she's an old companion and she's done well with herself. She was always brilliant and she still is. Good for her. Now come on, we get out in a few minutes and we'll return here later tonight. Something is definitely not right here." The bell rang and after a few more classes, Rebecca, Rose and the Doctor were free.

"How was your day?" the Doctor asked Rose as they walked hand in hand back towards the flat the trio had rented for their time at the school.

"What are we having for dinner?" Rebecca asked as she opened the fridge, looking at the groceries she had picked up the day before.

"I'm in the mood for jam." The Doctor said coming in and grabbing the jar from the door, opening it and sticking his fingers in and starting to eat it. Immediately, Rebecca slapped his hand away.

"I don't care if you want to eat jam plain instead of putting it on toast but you cannot do that. If you're going to eat it straight from the jar, use a spoon or ask me to buy the squeezable bottle so you can have it straight from the bottle for all I care. But don't stick your fingers in the jar! I can't eat that anymore because you have contaminated it with your germy fingers."

"Yes mum," he said with an eye roll.

"Rebecca's right Doctor." Rose said, patting his arm gently.

"But Rose, don't you understand the need to enjoy a fruity snack without the excess complex carbohydrates found in bread."

"Just use a spoon." She smiled handing him a spoon from the drawer. "And something not oily for dinner. Literally one of the barrels of oils spilled on one of the other dinner ladies today and she burned, screaming in agony and it's not like it was hot or anything. It was just a barrel."

"That's…. odd." The Doctor said. "We should get a sample of that tonight when we go back."

"Put it on our to do list. So… Lasagna okay?"

"Sounds delicious!" Rebecca set off toward the kitchen and made dinner for the trio plus Mickey joined them for a sit down dinner before heading back to the school to do some investigation of their own.

The Doctor opened a fire door for them with the sonic and ushered Rose, Mickey, and Rebecca in, taking in the dark corridor.

"Oh, it's weird seeing school at night. It just feels wrong. When I was a kid, I used to think all the teachers slept in school." Rose said.

"Try having your only friends be teachers." Rebecca told her "You quickly learn that they are pretty normal. Except for Professor Song, she was a gun happy amazing archaelologist."

"All right, team. Oh, I hate people who say 'team'. Um... 'gang'. Um... 'comrades'. Uh... anyway, Rose, go to the kitchen and get a sample of that oil. Mickey, the new staff are all Maths teachers, go and check out the Maths department. Rebecca check the security control room, I'm gonna look in Finch's office. Be back here in ten minutes." The Doctor pecked Rose on the lips before

"You gonna be all right?" Rose asked glancing over to Mickey.

"Me? Please. Infiltration and investigation? I'm an expert at this." He strode away with purpose, while Rose stood there smirking waiting for him to return asking the necessary question.

"Where's the Maths department?"

"Down there, turn left, through the fire doors, on the right." She pointed in the opposite direction.

"Thank you." He said before striding away in the correct direction.

In the security room Rebecca found herself glancing at all the different monitors before spotting a brunette woman trying to break into Mr. Finch's office. She grabbed her mobile and quickly rang the Doctor.

"What?"

"Sarah Jane is here by Finch's office. Nope… she's on the move toward the maintenance closet where the TARDIS is actually…. Maybe you should alert her of your presence." Suddenly she spotted a flash of something dart across the screen.

"D'you have audio on your end?"

"No only visual… I just saw something dart across the screen of the hallway you're in. "

"I hear screeching and flapping."

"Lovely, we're dealing with shape shifting pterodactyls." Rebecca said. "Oh, Sarah Jane just found the TARDIS."

"I'll call you back. Keep your focus on the creatures and make sure Rose is safe."

"Got it!" the Doctor hung up his mobile and slowly slinked his way into the janitor's closet where the TARDIS was. He watched Sarah Jane circle it in disbelief.

"Hello, Sarah Jane." He said quietly.

"It's you. Oh... Doctor..." a smile spread across her face. "Oh, my God, it's you, it's... it's... you've regenerated."

"Half a dozen times since we last met."

"You look... incredible."

"So do you." He said proudly.

"I got old. What're you doing here?"

"Well... UFO sightings, school gets record results - I couldn't resist. What about you?"

"Same." They both laughed, but soon the smile on Sarah Jane's face faltered and her voice sounded strained as if she were about to cry. "I thought you'd died. I waited for you and you didn't come back, and I thought you must've died."

"I lived. Everyone else died." He said sadly.

"What do you mean?"

"Everyone died, Sarah. There are two time lords left in all of existence." She shook her head.

"I can't believe it's you." She whispered in disbelief. Suddenly a yell shattered the moment. "Okay! Now I can!" the pair grinned and ran to find the source of the scream, almost skidding into Rose in the process.

"Did you hear that?" Rose asked continuing to run, before finally noticing Sarah Jane. "Who's she?" the trio skidded to a halt.

"Rose, Sarah Jane! Sarah Jane, Rose."

"Hi. Nice to meet you." Sarah Jane said smiling very fakely at Rose, shaking her hand before turning to the Doctor. "You can tell you're getting older - your assistants are getting younger."

"I'm not his assistant." Rose said outraged. The Doctor scratched his ear uncomfortably, watching the scenario unfold in front of him.

"No? I get you, tiger."

"You three, Cat fight later. Mickey's in one of the science labs and he's the one who yelled so get a move on it." Rebecca said running past them.

"Sorry! Sorry, it was only me. You told me to investigate, so I - I started looking through some of these cupboards and all of these fell out of them." Mickey said as he got up shoving packets off of him. Rebecca went over to Sarah Jane and shook her hand.

"You're a teacher here aren't you?" Sarah Jane said.

"Yes, we weren't formally introduced before. I'm Rebecca, I'm a companion of the Doctor and the one covered in Rat's would be Mickey."

"Oh, my God, they're rats. Dozens of rats. Vacuum packed rats." Rose said slightly disgusted.

"And you decided to scream." The Doctor said to Mickey.

"It took me by surprise!"

"Like a little girl?"

"It was dark! I was covered in rats!"

"Nine, maybe ten years old. I'm seeing pigtails, frilly skirt."

"Hello, can we focus? Does anyone notice anything strange about this? Rats in school?" Rose said.

"Well, obviously they use them in Biology lessons. They dissect them. Or maybe you haven't reached that bit yet. How old are you?" Sarah Jane said.

"Excuse me, no one dissects rats in school anymore. They haven't done that for years. Where are you from, the dark ages?" Rose and Sarah Jane glared at each other.

"You two we can argue later. But Rose is correct. Most schools use frogs or if they're more focused on actual mammalian anatomy use cats, not rats. And the amount you would go through for your average number of biology students even if each student had their own, is not even comparable. There are far too many rats than the students would need."

"Anyway, moving on." The Doctor said. "Everything started when Mr. Finch arrived. We should go and check his office." He chucked one of the rats back at Mickey before heading down the corridor to Finch's office.

"I don't mean to be rude or anything, but who exactly are you?" Rose asked.

"Sarah Jane Smith. I used to travel with the Doctor."

"Oh! Well, he's never mentioned you."

"Oh, I must've done! Sarah Jane! Mention her all the time." The Doctor lied.

"Hold on... sorry... never." Rose said after pretending to think about it for a second.

"What, not even once? He didn't mention me once?" Rose walked off and Sarah Jane followed her.

"Ho ho! Mate! The missus and the ex. Welcome to every man's worst nightmare." Mickey said to the Doctor. He grinned at the Doctor and headed off following the two ladies. Rebecca and the Doctor lagged behind a little.

"I've made a mess haven't I Rebecca?"

"Just a little bit. But you can fix it."

"Doctor," Rose called out. "Doors locked, Sonic it open please." He quickly hurried forward and soniced the door open and looked up spotting big bat like creatures hanging from the ceiling.

"Maybe those rats were food." Rebecca said glancing up.

"Food for what?" Rose asked.

"Rose... you know you used to think all the teachers slept in the school... ? Well... they do."

"No way!" Mickey said quickly turning on his heel and getting away from the room. Rose, Sarah Jane and Rebecca quickly followed. The Doctor slammed the door shut behind him and a screeching could be heard. The five of them ran out of the building until they were outside.

"I wasn't too far off when I said shape shifting pterodactyls before huh Doc?" Rebecca asked.

"I am not going back in there. No way." Mickey said breathlessly.

"Those were teachers!" Rose said in disbelief.

"When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse. Thirteen. Thirteen big bat people. Come on." The Doctor said heading back inside.

"Come on- you've got to be kidding!"

"Rebecca needs the TARDIS. I've got to analyze that oil from the kitchen." The Doctor told him.

"I'm glad you're honest saying that it'll be me who does the analysis. "

"I might be able to help you there Doctor. I've got something to show you!" Sarah Jane grabbed the Doctor's arm and pulled him excitedly toward the parking lot. Rose glared at her till she reached her car. She opened the boot and showed the Doctor something in a green blanket.

"K9! Rose Tyler, Mickey Smith, Rebecca whose real name I don't know - allow me to introduce K9- well, K9 Mark III to be precise." The Doctor said revealing a robot dog.

"Why does he look so... disco?" Rose asked.

"Oi! Listen, in the year five thousand, this was cutting edge! What's happened to him?"the Doctor asked.

"Oh, one day, he just... nothing!"

"Well, didn't you try and get him repaired?" Rose and Mickey looked at each other.

"Someone is really being quite thick today." Rebecca muttered.

"Well, it's not like getting parts for a mini-metro! Beside, the technology inside him could rewrite human science. I couldn't show him to anyone!"

"Ooh, what's the nasty lady done to you? Eh?" he said cooing at the Robot. Mickey stared at him while Rose rolled her eyes. Rebecca put a hand on Rose's arm in an attempt to comfort her while Sarah Jane sent a glare her way.

"Look, no offense but could you two just stop petting for a minute? Never mind the tin dog, we're busy!" The five then headed off to a chip shop so the Doctor could work on K-9. He sat at a table with Sarah Jane and set off.

"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 as they went to buy some chips.

"I'm not listening to this."

"Although, I have prepared a little 'I was right' dance that I can show you later. All this time you've been giving it, 'he's different!' - when the truth is, he's just like any other bloke!"

"Mickey, you're a git." Rebecca said.

"You don't know what you're talking about." Rose said handing over two quid for her chips.

"Maybe not. But if I were you... I'd go easy on the chips."

"If I were you Mickey I'd back away because I'm going to slap you Mouse boy. Don't tell Rose what to do and stop being a git! There's a reason the Doctor doesn't tell us about his past… it hurts him a lot. It's why I don't know much about my home planet. The time lords were a bunch of prudes who thought they were superior to every species in the universe. He's had a really dark past and he doesn't like to talk about it. " the trio sat down in an awkward silence at a table a little ways away from Sarah Jane and the Doctor.

"I thought of you on Christmas Day. This Christmas just gone? Great big spaceship overhead - I thought, 'Oh, yeah. Bet he's up there'." Sarah Jane told him.

"Right on top of it, yeah."

"And Rose and Rebecca?

"They were there too." There was a pause as the Doctor fiddled with K9's wires.

"Did I do something wrong? Because you never came back for me. You just... dumped me."

"I told you. I was called back home and in those days humans weren't allowed."

"I waited for you. I missed you."

"Oh, you didn't need me! You were getting on with your life." He said brushing her off.

"You were my life. You know what the most difficult thing was? Coping with what happens next, and with what doesn't happen next. 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. How could anything compare to that?"

"All those things you saw - do you want me to apologize for that?" he asked her, brow furrowed.

"No, but we get a taste of that splendour... and then we have to go back."

"But look at you, you're investigating. You found that school - you're doing what we always did."

"You could've come back."

"I couldn't." he said quietly.

"Why not?" she whispered. But he didn't reply continuing to work on K9. "It wasn't Croydon - where you dropped me off, it wasn't Croydon!"

"Where was it?"

"Aberdeen."

"Right." He said realization dawning on him. That's next to Croydon, isn't it?"

"No, Doc it's roughly 500 miles. Nice driving skills as always." Rebecca said taking a look over at K9s wiring before connecting one more wire, causing K9 to spring to life.

"Oh, hey! Now we're in business!" he leapt up to his feet and stood in front of the Robot.

"Master!"

"He recognizes me!" the Doctor said ecstatically.

"Affirmative."

"Rose, give us the oil." The Doctor asked. Rose handed him a jar with the oil, and he went to dip his finger it.

"What did we say about sticking our hands in jars today Doc?"

"I wouldn't touch it, though, that dinner lady got all scalded." Rose added.

"I'm no dinner lady. And I don't often say that." He dipped his finger in the oil and smeared it onto a sensor K9 provided to him. "Here we go. Come on, boy. Here we go."

"Oil. Ex- ex- ex- extract ana- an- analysing..."

"Listen to it, man! That's a voice!" Mickey said.

"Careful! That's my dog!" Sarah Jane said .

"Confirmation of analysis - substance is Krillitane Oil."

"They're Krillitanes." The Doctor stared at the result shocked.

"Is that bad?"

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

"And what are... Krillitanes?" Sarah Jane asked.

"They're a composite race. 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- bits of Viking, bits of France, bits of whatever - the Krillitanes are the same. 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. That's why I didn't recognize them. The last time I saw Krillitanes, they looked just like us except they had really long necks."

"What're they doing here?"

"It's the children. They're doing something to the children." Rebecca said horrified. "Explains the high test scores… but what do they need with the oil?" the five then began to walk outside together, back toward Sarah Jane's car.

"Go talk to Rose." Rebecca whispered in the Doctor's ear. He gave a slight nod, grabbed Rose's hand and brought them ahead of the group water.

"What's deal with the tin dog?" Mickey asked.

"The Doctor likes travelling with an entourage. Sometimes they're humans, sometimes they're aliens, and sometimes... they're tin dogs."

"What about you? Where do you fit in the picture?"

"Me? I'm their Man in Havana. I'm the technical support, I'm...Oh, my God. I'm the tin dog."

"Mickey, don't say that. We appreciate you very much. We've asked you to come with us before too."

"What's your role then Rebecca?"

"I'm the last time lady…we didn't know when I started traveling with the Doctor, found out much later… we picked up Rose my second day… and I've come to see the Doctor as my brother like figure… I'm also sometimes his voice of conscience… he's quite oblivious. Like him and Rose for example…" Rebecca watched Sarah Jane tense up. "Look… the Doctor and I met right after he lost everyone in the time war… he's not the same man he was six regenerations ago. He has borne a lot of weight on his shoulders and Rose was able to make him better in a way no one else could have. They're happy together. Please don't try to destroy that."

"How many of us have there been, travelling with you?" Rose asked the Doctor as she walked hand in hand.

"Does it matter?"

"Yeah, it does, if I'm just the latest in a long line."

"Rose, you're not like the rest of them…"

"I've been to the year five billion, right, but this... now this is really seeing the future. You just leave us behind. Is that what you're going to do to me?"

"No. Not to you."

"But Sarah Jane... you were that close to her once, and now... you never even mention her. Why not? You don't mention anyone."

"I don't age. I regenerate. But humans decay. You wither and you die. Imagine watching that happen to someone who you—" But he couldn't bring himself to say it. He felt it. Oh Rassilon did he really love her but he couldn't say it… not yet.

"What, Doctor?" he stared at her, trying to some way will her into understanding how he felt.

"You can spend the rest of your life with me." She looked up at him, her eyes shining with unshed tears. "But I can't spend the rest of mine with you. I have to live on. Alone. That's the curse of the Time Lords. That's why I almost wish Rebecca had never opened that watch. She's sharing that cruel fate with me."

"You daft man… you should never be alone. You know that." Rose told him, she reached up and stroked his face, reaching up on her tip toes to kiss him. He smiled at her and lifted her up spinning around. She laughed and then suddenly a Krillitane was descending upon them and they ducked.

"Was that a Krillitane?"

"But it didn't even touch us, it just flew off! What did it do that for?" Rose asked as they walked back towards the school.

"We can't do anything else tonight. I say that we head to the flat and get some rest." Rebecca suggested.

"You have a flat?" Sarah Jane asked.

"Didn't want anyone following us into the TARDIS." The Doctor explained.

"Yet you parked it inside the school?"

"I don't see the issue!"

"You're the only one who doesn't Doc. But you should move it tomorrow Doc… don't want the old girl getting caught in the cross fire of whatever goes on tomorrow." Rebecca said. "So tomorrow morning here 9 am alright?" the five quickly departed and went their separate ways.

The next morning the school bell rang and the children ran toward the building.

"I have a class to teach first period… so catch me up later." Rebecca told them heading toward her class.

"That's fine. Rose and Sarah, you go to the Maths room. Crack open those computers, I need to see the hardware inside. Here, you might need this." He handed the sonic driver to Sarah Jane instead of Rose who looked quite peeved.

"Mickey - surveillance. I want you outside."

"Just stand outside?"

"Here, take these - you can keep K9 company." Sarah Jane chucked him her keys.

"Don't forget to leave the window open a crack."

"But he's metal!"

"I didn't mean for him."

"What're you gonna do?" Rose asked turning to her boyfriend.

"It's time I had a word with Mr Finch." He walked into the hall, eyes blazing. The Oncoming storm was approaching Mr. Finch. The pair met at the school swimming pool, standing on opposite sides of the room.

"Who are you?" the Doctor asked Finch.

"My name is Brother Lassa. And you?"

"The Doctor. Since when did Krillitanes have wings?"

"It's been our form for nearly ten generations, now. Our ancestors invaded Bessan. The people there had some rather lovely wings. They made a million widows in one day, just imagine."

"And now you're shaped human."

"A personal favourite, that's all."

"And the others?"

"My brothers remain bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath." They began to approach the same side of the pool. "And what of the Time Lords? I always thought of you as such a pompous race. Ancient, dusty senators, so frightened of change and... chaos. And of course - they're all but extinct. Only you. And the girl. The last."

"This plan of yours - what is it?"

"You don't know."

"That's why I'm asking."

"Well, show me how clever you are. Work it out."

"If I don't like it... then it will stop."

"Fascinating. Your people were peaceful to the point of indolence. You seem to be something new. Would you declare war on us, Doctor?"

"I'm so old, now. I used to have so much mercy." He said quietly staring Finch down. "You get one warning. That was it." He turned his back and walked away.

"But we're not even enemies. Soon... you will embrace us." Finch called after him. The Doctor paused turning around. "The next time we meet, you will join with me. I promise you." Mr. Finch walked past him, leaving, a knowing smile on his face. The Doctor watched him go with suspicion his brows furrowed.

In the computer lab, Sarah Jane had crouched down beneath one of the desk and attempted to use the sonic screwdriver on the CPU. However, she wasn't having much success, coming out and hitting the keyboard, glaring at the sonic screwdriver, sitting cross-legged in a chair across from her looking unimpressed.

"It's not working!" Sarah Jane complained.

"Give it to me." Rose said, rolling her eyes as she grabbed the sonic and ducked under the des.

"Used to work first time in my day."

"Well, things were a lot simpler back then." She flipped on the sonic and held it to the computer before coming back out, deactivating the computer.

"Rose, can I give you a bit of advice?"

"I've got a feeling you're about to."

"I know how intense a relationship with the Doctor can be, and I don't want you to feel I'm intruding—"

"I don't feel threatened by you if that's what you mean."

"Right. Good. Because, I'm not interested in picking up where we left off."

"No? With the big sad eyes and the robot dog? What else were you doing last night?"

"I was just saying how hard it was adjusting to life back on Earth..."

"I'm sure it is…trust me, the idea of being stuck without him has driven me to do some pretty crazy things, see some terrible things."

"I saw things you wouldn't believe."

"Try me." Rose said coldly. She was trying to not make this a competition but if the woman wanted a competition than, that's what she would get."

"Mummies."

"I've met ghosts."

"Robots. Lots of robots."

"Slitheen. In Downing Street."

"Daleks!"

"Met the Emperor." Rose said with a snort.

"Anti-Matter monsters."

"Gas masked zombies."

"Real living dinosaurs!"

"Real living werewolf!"

"The Loch Ness Monster!"

"... Seriously?" Sarah Jane put her hands over her mouth and shook her mouth and Rose smiled, laughing slightly. "Listen to us. 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." Sarah Jane smiled and relaxed against a desk. "With you, 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!" they laughed.

"Does he still stroke bits of the TARDIS?" Sarah Jane asked.

"Yeah! Yeah! He does! I'm like, "do you two wanna be alone?"" they laughed together hysterically and were still doing so when the doctor came in.

"How's it going?" he asked but at the sight of him the two women laughed even harder.

"What? Listen, I need to find out what's programmed inside these. What? Stop it!"

Rebecca quickly finished the first half of her day and was observing the children from inside the window of her classroom. The kids were playing on the school yard during their break.

"All pupils to class immediately. And would all members of staff congregate in the staff room." A voice boomed over the loud speaker… but Rebecca knew better than to actually listen. She needed to find her friends. She watched all the children begin to clamor into the building. Rebecca quickly spotted Rose yelling at the children, directing them toward south Hall.
"No, no - this classroom's out of bounds. You've all gotta go to the South Hall. Off you go, South Hall!" Rebecca ran to them.

"Whatever you do don't go into the staff room Rebecca. I have a bad feeling about it."

"You think I'm that stupid? We know what they are. They probably would eat me." Rebecca came in and started helping the Doctor with the wiring. He ran the sonic across and let out a growl.

"I can't shift it."

"I thought the sonic screwdriver could open anything!" Sarah Jane exclaimed.

"Anything except a deadlock seal. There's gotta be something inside here. What're they teaching those kids?" Suddenly Rebecca heard a slamming outside and stuck her head out the door.

"They've overridden the security measures. Everyone's locked in. The Children included. We have to see what they're doing to the kids. The four ran to the next computer lab and discovered a large screen in the IT suite displaying a code

"You wanted the program - there it is." Sarah Jane pointed to the screen.

"Some sort of code..." Rebecca said looking over it.

"No... no, they can't be...The Skasis Paradigm. They're trying to crack the Skasis Paradigm." The Doctor said horrified. Rebecca's face instantly changed to match his.

"The Skasis what?"

"The... God-maker. 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." The Doctor explained.

"What, and the kids are like a giant computer?" Rose asked.

" their learning power is being accelerated by the oil! That oil from the kitchens, it works as a- as a... conducting agent. Makes the kids cleverer."

"But that oil's on the chips. I've been eating them."

"What's fifty-nine times thirty-five?" Rebecca asked.

"Two thousand and sixty five. Oh my God..."

"But why use children? Can't they use adults?" Sarah Jane asked.
"No, it's gotta be children. The God-maker needs imagination to crack it. They're not just using the children's brains to break the code... they're using their souls."

"I've worked with these kids, they're not imaginative in the slightest. They are technical to a fault."

"I'll be the judge of that." Mr. Finch said walking into the room. "Let the lesson begin."

"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 that face?. Call me old fashioned, but I like things as they are." Rebecca said.

"You two act like such radicals, and yet all you want to do is preserve the old order. Think of the changes that could be made if this power was used for good."

"What, by someone like you?" Rebecca spat out. "You're brainwashing children to get here. the ends don't justify the means here."

"No... I was thinking someone like you, Doctor. The 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." But the Doctor said nothing, staring at Finch's eyes not looking away.

"Doctor, don't listen to him." Sarah Jane said. But Finch turned to her and Rose.

"And you could be with him throughout eternity. Young... fresh... never wither, never age... never die. Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor. Join us."

"Don't you dare, Doc."

"I could save everyone..." he whispered.

"Yes."

"I could stop the war..."

"No. The universe has to move forward. Pain and loss - they define us as much as happiness or love." Sarah Jane told him desperately. "Whether it's a world, or a relationship... everything has its time. And everything ends."

" The war ended for a reason, to stop the slaughter. Bringing these civilizations back will only start it again Doc."

"Doctor, please." Rose grabbed his hand. He turned to her and his gaze met hers"You know you can't do this." The Doctor's resolve was strengthened and picked up a chair, hurling it through the screen displaying the code."

"Out!" he called to the women behind him and they ran down the stairs running into Mickey and a student, Kenny.

"What is going on?" Mickey asked.

"Doesn't matter now. Run!" Rebecca yelled as three krillitanes, half flew and half groped their way along the corridor toward them. The six ran the opposite direction, one still pursuing them toward the cafeteria. The doors were locked, and Mr. Finch burst through the door followed by several of the Krillitanes.

"Ms. Goodman, Are those my other teachers?"

"Yeah. Sorry Kenny." Rebecca said.

"Leave the Doctor alive. As for the others... you can feast."Mr. Finch said to the other Krillitanes. They began to swoop down on them, the Doctor tried beating them off with chairs, Rebecca did her best to protect Kenny pushing him under a table. Suddenly one of the Krillitanes was hit with a beam of Red light, K9 had shot him down.

"K9!"

"Suggest you engage running mode, mistress." The Robot dog stated.

"Come on!" the Doctor called as he and the others began to run, K9 shooting more and more Krillitanes. "K9, hold them back!"

"Affirmative, master. Maximum defense mode!" he ushered the others through a door, slamming it shut and locking it with the sonic screwdriver.

"It's the oil. Krillitane life forms can't handle the oil! That's it! They've changed the physiology so often, even their own oil is toxic to them. How much was there in the kitchens?" the Doctor asked.

"Barrels of it." Suddenly Krillitanes began to pound on the door, claws ripping gaping holes into it.

"Okay, we need to get to the kitchens. Mickey—"

"What now, hold the coats?"

"Get all the children unplugged and out of the school. Now then, bats, bats, bats, how do we fight bats?" Kenny solved the issue striding over to the fire alarm and setting it off, causing the Krillitanes to wince at the shrill sound. The Doctor beamed and flung the doors open, running with the others past them. It was short lived as Finch stopped the sound by pulling out some wires.

"Master!" K9 said coming and joining them.

"Come on, boy! Good boy." They continued their way to the kitchens and found the barrels of oil. He tried to sonic them open.

"They've been deadlock sealed! Finch must've done that - I can't open them."

"The vats would not withstand a direct hit from my laser. But my batteries are failing." K9 said.

"Right. Everyone out the back door. K9, stay with me." Sarah Jane, Rose and Kenny ran to the backdoor. Rebecca stuck around.

"What about just a regular laser blaster K9? Could that do the trick?"

"You just happen to have one of those?" the Doctor asked.

"I… I do. Aboard the TARDIS… it was Jack's. I know you abhor. K9 was low on batteries..."

"Negative Mistress. Capacity for only one shot, Master. For maximum impact, I must be placed directly beside the vat."

"But you'll be trapped inside." Rebecca said disheartened.

"That is correct."

"I can't let you do that." But suddenly the screeching of Krillitanes nearby roused him.

"Doc, we have to go." The Doctor looked at K9 sadly.

"Goodbye, old friend."

"Goodbye Master."

"You good dog."

"Affirmative." He waggled his mechanical ears and tail. The Doctor placed his hand briefly on K9's head then Rebecca pulled him out and dragged him out, taking the sonic from him and locking the door. Once outside they were reunited with the others.

"Where's K9?" Sarah Jane asked urgently.

"We need to run." Rebecca said.

"Where is he?! What've you done?" she said not moving. The Doctor pulled her by the arm and ran farther and farther from the school. Suddenly the school exploded and all the children started cheering. Rebecca, Rose and Mickey had a group hug happy that everyone was okay.

"I'm sorry." The Doctor told Sarah Jane. Rebecca also offered her sympathies.

"We tried to think of another way… truly."

"It's all right. He was just a... daft metal dog. Fine, really." She burst into tears and the Doctor wrapped an arm around her trying to comfort her. A while later they decided to head back to the TARDIs which was parked in a park a few blocks away.

"Cuppa tea?" the Doctor offered Sarah Jane. He let her in through the doors, she looked around wide eyed at the interior.

"You've redecorated!"

"Do you like it?"

"Oh, I, I do. Yeah. I preferred it as it was, but uh... yeah. It'll do!"

"I love it." Rose said smiling at the Doctor.

"Hey, you - what's forty seven times three hundred and sixty nine?" Sarah Jane asked her.

"Hold on Rebecca taught me how to do this for my A levels…. 17,343." She said looking at Rebecca who nodded.

"Perfect."

"More than a match for him." Sarah Jane said to her.

"You and me both. Doctor... ?" he was fiddling with the computer and looked up.

"Um - we're about to head off, but... you could come with us." Rose looked at her and smiled at her expectantly. Rebecca also smiled. But Sarah Jane shook her head.

"No... I can't do this anymore." The smiles faded. "Besides, I've got a much bigger adventure ahead! Time I stopped waiting for you and found a life of my own."

"Can I come?" Mickey asked. Sarah Jane looked surprised but Rose knew what he meant and didn't look pleased. Rebecca knew why. "No, not with you, I mean... with you guys. 'Cause I'm not the tin dog. And I wanna see what's out there." Rose mouthed 'no' at the Doctor but he ignored her.

"Oh, go on, Doctor. Sarah Jane Smith - a Mickey Smith. You need a Smith on board!" Sarah Jane said. The Doctor thought about it… maybe some distance would be good for him and Rose… things were moving too fast.

"Okay then, I could do with a laugh." Rose rolled her eyes as Mickey laughed in delight but he quickly stopped.

"Rose, is that okay?"

"No, great. Why not?" she said sarcastically. There was a rather awkward silence.

"Well, I'd better go." Sarah Jane said hugging everyone. She pulled Rose aside.

"What do I do?" she asked quietly. "He's bringing Mickey aboard to put space between us. Do I stay with him?"

"Yes. Some things are worth getting your heart broken for. Find me... if you need to, one day. Find me." Rose gave her a small smile and hugged her one last time.

"You too Rebecca if you need to one day, find me." She hugged her and then the Doctor held the door open for her and they walked out of the TARDIS to say their final goodbye.

"It's daft. But I haven't ever thanked you for that time, and like I said - I wouldn't have missed it for the world." Sarah Jane told him.

"Something to tell the grandkids."

"Oh, I think it'll be someone else's grandkids now."

"Right. Yes, sorry - I didn't get a chance to ask. You haven't... there hasn't been anyone... ? You know... ?" he said looking around awkwardly.

"Well... there was this one guy. I travelled with him for a while. But he was a tough act to follow." She laughed lightly and the Doctor smiled at her softly.

"Goodbye, Doctor."

"Oh, it's not goodbye—"

"Say it, please. This time. Say it."

"Goodbye. My Sarah Jane."he threw his arms around her and hugged her one last time lifting her right off the ground. He gave her one last smile before heading back into the TARDIS.

"Did you leave it?" Rebecca asked him.

"Yeah, I put K9 out there while you girls were talking. She's gonna keep being brilliant." He said with a sad smile. "Show Mickey his room Becks. Then we'll get started showing Mr. Mickey the universe." Rebecca lead Mickey out and Rose looked to the Doctor.

"You saw me say 'no', why'd you say yes?" she asked him.

"I offered Mickey a place a long time ago… Back the first time with the Slitheen… didn't want to go back on a promise." And things are moving too fast.

"Alright" she said with a shrug though still hesitant to believe him. She gave him a kiss and smiled. "Let's show him something good yeah?"

"Oh yeah."

AN: So Hey how'd you like it? Love it? Hate it? Want more of something and less of something else? Let me know in the reviews.

Question Time: I have two right now… most of you didn't like Clara… So I'll ask about another companion.

River Song? Love? Hate? Appreciate?

And two, would you want to read any of my non-related fandom work? Just curious.

Thanks again.