Ripley chased after the figure through the winding alleyways. She knew when the turns came and effortlessly caught up to a boy and grabbed him from behind.

"Hold it!" Ripley cried out.

The boy yelped and turned around, begging, "Please, don't turn me in!"

Ripley froze when she realized who'd it was.

Lupus.

He recognized her from the library and seemed surprised to see her out at this hour. She's just as much as surprised seeing him outside the school.

"What are you doing out here, ain't you suppose to be in the dorm?" Ripley asked him.

Lupus shook his head.

He told her, "I can't sleep."

Crossing her arms, Ripley inquired where he was going and surprised when he listlessly replied, "The foundling."

Ripley lowered her arms as she echoed, "The foundling."

Lupus nodded.

"I hate the dorm, it's just… so cold," he told her. "Not like it there, where's warm."

He complained that the dorm had a cold feeling whereas the foundling felt warmer.

Catching on, Ripley expressed, "You came from there?"

Lupus slowly nodded.

He told her, "Mam went crazy and da died in the war. I didn't have anyone. So, they sent me there."

Lupus never uttered about his family. Never.

Ripley blinked as she realized what this meant.

He's orphaned and like her, got sent to what would've become Berkley because of the program the foundling ran well into the future.

"Did you ever get adopted?" Ripley innocently asked Lupus.

Lupus sadly shook his head.

He explained that he's been in the foundling since his twelfth birthday.

He's almost eighteen and that'd mean it's only a matter of time before the foundling cut him loose.

"Everyone wants the wee ones," Lupus expressed his frustration. "They don't want the older ones, too much trouble!"

Venting, Lupus described how potential parents passed over him for the younger children. He got to see so many little children running with their suitcases and his stayed where it's always been, by the door, collecting dust.

Frowning, Ripley admitted, "Trust me, I know how you feel."

She told Lupus that she came from a broken home.

"Da couldn't stand the idea of being a parent and left before my first birthday. Mam took it out on me, eventually they sent me to a place. Had to watch all the lucky ones leave from the second story window, all giddy, and here I was, waiting. Waiting for parents… that'd never come," Ripley's voice dropped towards the end.

Lupus studied her before he saw the genuine emotions behind her eyes and slowly nodded. It's how it is for him, too.

"So, what about John?" Ripley's curious.

Lupus didn't talk about him much unless it's the anniversary, even then, he never spoke a lot about him.

Lupus told her that he's an orphan too.

His da took to the drink and his mam left without him.

"Nobody wants us," Lupus exhaled.

They didn't have anyone and everyone they met wouldn't give them a second glance, because they're a few years older than liked.

"Poppycock, you two have each other, more than enough for a family. Don't listen to the naysayers. They're all talk and no bite," Ripley swatted the air.

Even if neither boys' adopted, they still had each other as brothers. If anyone complained, then she would've asked them why didn't they adopt the boys themselves. More than not, they'll talk themselves into circles and completely seize up because of it.

"It's not fair," Lupus dejectedly said.

Ripley patted his shoulder as she comforted him.

"Trust me, it wasn't easy for me, either. But I met others like me who were in the same boat. Didn't get a family like I wanted, but hell, who needs 'em when I have mine?" Ripley smiled as she thought about Jamie and Mercy.

Despite their shortcomings, they're as close to family as Ripley could've gotten. Even better than a real family.

Nodding, Lupus took Ripley's words to heart.

"What're you going to do after they kick you out?" Ripley asked him.

Lupus shrugged as he expressed interest in construction, coal mining, anything like that.

"Why not study?" Ripley suggested.

Lupus gawked at the idea.

Ripley pointed at him as she said, "Come on, I know you're smart. Why not take advantage of it?"

It's true, Lupus, despite his age, outsmarted even the touring scholars that visited the school more than once.

Surprised her that he stayed as a headmaster and not use his smarts for something else.

"Look at me, do you see me reading books for the rest of my life?" Lupus pointed at himself.

He disagreed with the idea.

Ripley poked him as she stated, "What's better, wearing glasses for the rest of your life or hacking up black gunk from your lungs if not your lungs themselves?"

Gritting his teeth, Lupus lamented that he didn't know what to do. He didn't want to spend the rest of his life like an idiot.

Ripley encouraged him to study and stop acting like one in school. He wasn't getting anywhere if he didn't.

"What if it doesn't work out?" Lupus countered.

Ripley shook her head as she stated, "And if it doesn't, learn from it and try again. It's not like everything's drawn out for you. You gotta work for it, too. It might not be lavish, but I can tell you wholeheartedly it's better than getting lung cancer because you smoked your lungs black!"

Even if it didn't work out, it shouldn't deter Lupus from trying again. He'll learn from it, grow as a person, and go from there. Even if it doesn't work out, he's still learning from it.

Ripley already knew where he ended up so she knew that he must've straightened out after school.

"Well, what am I supposed to do?" Lupus gestured towards her.

Poking his chest and causing the black tie to crumple up, Ripley said, "Go back to the school, stop being a dunce, learn your place in life, and above all else, keep those that you love close 'cause, sweetie, the world's not a nice place and we can all do better if we remember our roots."

Lupus frowned as he ran a hand through his dark brown neatly cut shorthair as he agreed with Ripley.

"Are you going to throw another book at me?" Lupus asked her.

Ripley stated, "Bend another spine again and I'll throw the whole cart at your head. Look, this may sound crazy, but I know you're better than this and even though you may not agree with it, just remember what I said, okay?"

Nodding, Lupus glimpsed around, they're near the bakery, and it'd take a bit more time to get to the school. They'll do checks and if he's caught, Headmaster MacDonald planned to expel him like he's promised.

"Come on, I'll take you back, if they say anything, I can convince 'em," Ripley gestured for Lupus to follow her back to the school. If they're stopped, she'll use the CSS to convince the headmaster that Lupus helped her with something at the library and she's only seeing him back to the dorms.

"Thanks," Lupus thanked her for not turning him in like his teachers would've if given the chance.

Ripley waved her hand and reminded him, "Just don't do anything stupid, okay, the last thing you want is the headmaster to hold it over your head."

Walking with Lupus, Ripley took the time to ask him about what he and Berkley were doing in the library. She coaxed him to talk about it even if he thought she wouldn't believe him. "Trust me, I've seen just about everything, whatever you got to say ain't going to surprise me," Ripley told him and he slowly nodded.

Lupus uncomfortably looked around as they walked before saying, "Something's going on in the school."

Telling Ripley, Lupus said that he and Berkley noticed something peculiar going on with the school. They're the only ones noticing this, as they're prone to scrutinizing things because of their pasts.

Per usual, they thought nothing of it, but it started getting to the point they couldn't overlook it, and started investigating it whenever they can. It's caused them trouble with the school because it involved getting into things they shouldn't.

"What's it gotta do with the books you were looking for?" Ripley asked him.

She heard, "I think the teachers aren't human."

Lupus tells her that they had a drama teacher a while back going missing, just like that, and replaced by someone else. Only they seemed "off" and didn't have the mannerisms associated with humans.

"Our workshop teacher, I guess they just got to him," Lupus scratched the side of his pale cheek as he told Ripley about their workshop teacher.

Curious, Ripley asked, "What about the students?"

Lupus told her that they haven't touched any students, just teachers. When asked how he and Berkley got the idea they're bugs, she's perplexed when he told her, "Their eyes."

He described how under certain lights; they noticed the eyes looking like a bug's.

"No one noticed this?" Ripley continued.

She heard, "No, just us."

Asking about the headmaster, Ripley heard that he's in on the whole thing, that he's replaced, too.

"Okay, so I believe you, where do you think they're keeping them?" Ripley asked where they'd keep the real teachers.

Lupus told her about the basement, it's the only place he and Berkley couldn't get into, and Ripley nodded.

She stopped and asked about the library, but Lupus said that none of them bothered it, mostly because it's not technically school property.

Clever way of keeping people from discovering their presence, keep to what areas they're allowed, for now.

"Look, here's what I want you to do, when you get back to the school and the dorm, you stay there until morning. Don't go anywhere but the classes. When you come in third period, we'll talk more, okay?" Ripley told him the plan.

Lupus nodded.

He asked what she planned to do and she dryly told him, "Trust me, if there's one thing I'm good at, it's pest control."

She didn't get into the secondhand store business without learning how to combat the occasion bug problem associated with unclean electronics, equipments, and so on.

Near the school, Ripley snuck in through a hidden entrance that Lupus and Berkley discovered and walked slowly with Lupus towards the dorm.

There they saw a boy attempting to sneak out of the dorm, pulling on his coat as he tried to hold the door open, trying to not let it close.

Turning her head, Ripley asked Lupus who he was.

Hearing his names, Ripley nodded.

Cupping her hands over her mouth, Ripley sharply strained her voice going, "Hey Lonnie, get your arse back to bed!"

Humorously, the boy lunged backwards, causing the door to close in front of him, and he rushed back into the dorm proper.

Ripley shared a laugh with Lupus.

Lupus told her that he's been seeing someone over at the All Girl's Belford Academy.

"Guess that date'll have to wait for the next report card," Ripley cheekily said.

Helping Lupus, Ripley snuck him towards the dorm and looked around.

He's just as confused as she was, usually there's someone making the rounds at this hour.

Cautiously, Ripley worked to get him back to the dorm, and it went off without a hitch, which is something that couldn't be said on a normal day.

Thanking her, Lupus sneaked back to his dorm and Ripley snuck away from the school property.

On her mind, she's baffled.

Never.

Never once he told them about his past.

Never told anyone about what happened.

Never told Ripley, Jamie, or Mercy.

It didn't make any damn sense!

While Ripley may never confront the headmaster of this, she can tell Matt and Jenna what's going on at the school, and why the TARDIS brought them here.

Disturbingly, it crossed her mind.

This happened in her own universe and she didn't know it even happened.

… her own universe.

It caused her to frown as she realized.

Shaking her head, Ripley pulled herself out of the deep thought and turned around a corner, she nearly leapt out of her skin when someone surprised her.

"Judas Priest, Matt!" Ripley nearly slapped the man as he held up his arms in defense.

Matt came to look for her.

It'd been a couple of hours and he'd gotten worried when she didn't come back to the hotel.

"Sorry," Matt apologized.

Sighing, Ripley lowered her hand as she watched him lower his arms.

"Found out what's going on," she told him. "Bugs taking over the staff."

Matt inquired how she found out and she told him she had a conversation with Lupus. She caught him outside the school and confronted him.

"Bugs in the school?" Matt echoed. "Here?"

Ripley nodded and Matt frowned.

"Look, let's get back to the hotel and go see what the TARDIS can drum up for our little bug problem," Ripley gestured for him to follow her back to the hotel.

Matt nodded and started following Ripley.

As they walked, Matt sheepishly spoke up.

"Um, Rip?" Matt called to her.

Ripley turned her head to him and replied, "What's it?"

Matt inquired, "Um, how've you been taking it?"

He asked how she's handling the fact they're back in her universe in the past.

Turning her head back, Ripley hid her frown as she replied, "Weird, scary, mix of everything else."

It's a weird feeling being back in her own universe, knowing that in decades time, it'll all collapse from the Children of the All-Mother, and knowing that there's no chance she can stop the invasion.

For all she knew, it's a fix point and if she tried to meddle with it, a far worse event would've occurred in its place.

It's depressing, for lack of better word.

Knowing what happens and not able to do a damn thing to stop it.

Something that even the coldest of individuals wouldn't wish on their enemies.

"Wanna talk about it?" Matt offered his shoulder.

Ripley shook her head.

"I'll talk myself in circles if I keep on," she told him. "Wallowing in it won't make 'em come back."

As painful as it sounded, Ripley came to terms.

She can't change what happened and even though she couldn't, she could've at least help keep it from happening again in Matt's universe. Keeping an eye on everything and everyone, little things here and there, any indication that something's off.

Traveling with Matt in the TARDIS allowed her to expand her scope and keep an eye on the different universes, looking for any signs.

As much as Ripley wanted it differently, she knew, she couldn't have both ways.

Matt frowned as Ripley told him.

"Are you sure?" Matt gestures.

Ripley nodded.

Matt reminded her, "Well, if you ever change your mind."

Ripley weakly smiled as she interjected, "You'll be the first one I talk to."

The two returned to the hotel.

It's late and Ripley told Matt to go sleep, he'll have to get to the school before the morning sermon started.

Bidding her goodnight, Matt stepped into his room as Ripley entered hers.

Closing the door behind her, Ripley sighed and stretched out her arms, popping joints as she walked towards the TARDIS.

"I need your help," she told it. "We got a bug problem, something that can take form as a human. Do you know what the hell they are and how to stop them?"

The door opened on it's own and Ripley stepped through it.