NicoleR85: thanks!

Rose was very bored as she dumped portions of chips on to the students trays as they passed. She'd managed to get a job at the school in order to find out more about the strange happenings at the school. Unfortunately she had no such luck. The blonde brightened when the Doctor strolled into the room. Now that he was here, answered were sure to soon follow. Rose's smile turned into a scowl when Alyssa of all people stepped up next to him. The Time Lord glanced at her and smiled. Rose's scowl deepened when the pair eventually passed her with their food laden trays, not even giving her a glance as they were too busy chattering away about the classes they'd been teaching.

The Doctor and Alyssa settled down at a table and began to eat their lunches. The red head took a bite out of a chip and made a face. "That's gross", she stated after swallowing the mouthful of potato, dropping the chip back onto her tray.

"They can't be that bad", the Doctor said, nibbling a chip. He face matched hers "ok, I take it back", he muttered.

"Hey Doctor", Rose greeted, coming up to their table.

"Rose", he said, surprised to see her "didn't expect to see you here".

"Well, I heard about whats been going on here and decided to take a look", Rose said, making sure to keep her focus on the Doctor, pointedly ignoring Alyssa "haven't had much luck yet".

"Not surprised", the empath commented, spearing a few peas onto her fork and popping them into her mouth "you have chosen the wrong profession in the school. If you wanted to know why the kids are getting very good results, you should've been a teacher".

"I tried but Mr Finch didn't believe I'd be a good teacher. Said I was better off as a dinner lady", Rose admitted earning a snort from the red head "it's not funny!"

"It is a little bit", Alyssa said and the blonde glared at her.

"It's very well behaved, this place", the Doctor remarked looking around suddenly changing the subject.

"Unusually so", Alyssa agreed.

"Mmm", the blonde mumbled in agreement around a mouthful of chips, she'd snagged from Alyssa's tray. She had noticed that it wasn't like a normal canteen where it was loud and rowdy. But she'd just figured that the students were more behaved than any other school.

"I thought there'd be happy slapping hoodies. Happy slapping hoodies with ASBOs. Happy slapping hoodies with ASBOs and ringtones" he looked at Alyssa impressively, but she just looked back at him, unamused "Yeah? Yeah? Oh, yeah! Don't tell me I don't fit in".

"No", she deadpanned.

A dinner lady comes over to their table "You are not permitted to leave your station during a sitting", she told Rose.

"I was just talking to these teachers", Rose explained .

"Hello!" the Doctor said cheerfully.

"These chips taste a little bit off", Alyssa told the other dinner lady who looked very offended.

"The menu has been specifically designed by the headmaster to improve concentration and performance" she turned her attention to Rose "Now, get back to work" after those words, she left the trio.

"See? This is me" Rose gestured to her uniform "Dinner lady".

"I'll have the crumble", the Doctor said in a cheeky tone.

"Me too!" Alyssa called after the blonde as she walked away "didn't expect to see her", she grumbled.

"Me neither. I don't think it'll take too long to figure out whats going on here and then we can be off again", the Doctor assured her, placing a hand over hers. Alyssa glanced at him and blushed at the look she was getting from him.

~Staff Room, a couple of hours later~

The Doctor and Alyssa perched on a desk, the former eating a biscuit while a teacher paced up and down talking. "Yesterday, I had a twelve year old girl give me the exact height of the Walls of Troy… in cubits", the man told them.

"And it's ever since the new headmaster arrived?" the Doctor asked.

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot", Mr Parsons nods over to where a group of smart looking teachers were standing. The Doctor and Alyssa looked over shoulder at the new lot. "Except for the ones you two replaced. And that was plain weird both of them winning the lottery like that".

"How's that weird?" the Doctor asked.

"Neither of them had ever played!" Mr Parson exclaimed "Said the tickets were posted through their doors at midnight".

"Hmm. The world is very strange", the Doctor said popping another biscuit in his mouth trying not to smile as he was the one behind it.

Mr Finch then enters the Staff Room followed by the one and only Sarah Jane Smith. The Doctor stood up trying to contain a grin at the sight at his former companion. Alyssa eyed the woman curiously as she could sense the Doctor's happiness and excitement at Sarah Jane's presence. She must be a former companion she thought.

"Excuse me, colleagues. A moment of your time. May I introduce Miss Sarah Jane Smith. She's writing a profile about me for the Sunday Times. I thought it might be useful for her to get 'a view from the trenches', so to speak. Don't spare my blushes" and with that he left.

Sarah Jane went over to the Doctor and Alyssa. "Hello", she greeted.

"Oh, I should think so!" the Doctor said cheerfully.

"And you two are…?" Sarah Jane asked.

"I'm Alyssa Palmer and this is John Smith", Alyssa answered hopping off the desk.

"John Smith? I used to have a friend who sometimes went by the name", Sarah Jane remarked.

"It's a very common name", the Doctor said with a shrug.

"He was a very uncommon man…"

Sounds like someone I know Alyssa thought, casting a glance at the Time Lord. "Nice to meet you both", Sarah Jane held out her hand to the pair. Alyssa shook her hand as did the Doctor.

"Nice to meet you too Miss Smith", Alyssa said politely.

"Yes, very nice", the Doctor agreed "More than nice. Brilliant".

"So, um, have you two worked here long?" Sarah Jane asked getting down to business.

"Not long. It's only my second day", the Doctor replied.

"Mine too", Alyssa put in.

"Oh, so you're new then? What do you think of this school? I mean this new curriculum?" Sarah Jane questioned "And doesn't it strike you as strange that so many children are getting ill?"

"It doesn't sound like you're just doing a profile", Alyssa remarked.

"Well, no harm in a little investigation while I'm here", Sarah Jane informed them.

"No. Good for you", the Doctor said. He and Alyssa watched her walk off, the former with a proud smile on his face. "Good for you. Oh, good for you Sarah Jane Smith", he said.

~night~

The Doctor opened a fire door and enters a dark corridor, followed by Alyssa, Rose and Mickey. "Oh, it's weird seeing school at night. It just feels wrong", Rose remarked as they walked.

"How so?" Alyssa asked.

"Well, when I was a kid, I used to think all the teachers slept in school", Rose told her "its not funny!" she added when Alyssa snickered "I was a kid!"

"You still are in some ways", the red head commented earning her a glare.

"All right, team", the Doctor piped up to avoid an argument between the two females "Oh, I hate people who say 'team'. Um…'gang'?" Alyssa made a face at that so the Doctor tried "Um…'comrades'?"

"Let's just forget about that, ok?" Alyssa suggested "what's the plan?"

"Rose, I'd like you to go to the kitchens. Get a sample of that oil. Mickey, the new staff are all Maths teachers. Go and check out the Maths department. Ali and I are going to look in Finch's office. Be back here in ten minutes", The Doctor instructed.

"Be careful guys", Alyssa managed to say before the Time Lord took hold of her hand and pulled her off towards the flight of stairs. They headed up them and along an equally dark corridor. Suddenly the couple heard a distant screech and flapping of wings. "You heard that right?" she asked the Doctor.

"Yeah I did", he confirmed "come on". He tightened his grip on Alyssa's hand and they hurried down the corridor towards the noise.

In another corridor saw Sarah Jane pelting down it, desperate to get away from whatever was making the screeching. She stopped at a door at the end of the corridor. Glancing behind her, she opened the door and backed inside. After pulling the door closed, the woman slowly turned around and her mouth dropped open when she saw the TARDIS!

Reaching back, she opened the door and backed out. The TARDIS is here. If the box is here then that means…

"Hello, Sarah Jane", a male voice sai behind her. Sarah Jane turned around to see teachers John Smith and Alyssa Palmer. The woman knew that 'John Smith' was none other than the Doctor.

"It's you", Sarah Jane breathed "Oh…Doctor…" a smile starts to spread across her face as she edged towards the pair "Oh, my God, it's you, it's…it's…you've regenerated".

"Half a dozen times since we last met", the Doctor told her.

"You look incredible", Sarah Jane remarked. Alyssa could feel her happiness…her relief. It didn't take a genius to work out that Sarah Jane Smith was definitely a former companion of the Doctor.

"So do you", the Doctor countered.

"I got old", Sarah Jane stated "What are you doing here?"

"Well…UFO sighting, school gets record results, and Ali here couldn't resist", the Doctor said putting an arm around Alyssa's shoulders. Sarah Jane took note of this move. She would never have guessed when she met the pair earlier that there was something going on between the Doctor and Alyssa. At best guess the red head was his latest companion.

"Me? You were the one who couldn't resist", Alyssa lightly retorted.

"But you didn't exactly say no", the Doctor reminded her. Sarah Jane couldn't help but smile at the interaction. While it did sting a little, given that she'd though he was dead this whole time, she still felt happy. If anyone deserved a shred of happiness, it was the Doctor. Especially after everything he'd been through during her tenure as his companion.

"Good point", Alyssa conceded "what about you Sarah Jane? What brought you to the school?"

"The same as you", Sarah Jane answered. She looked over the Doctor again "I still can't believe it's you", she said. Suddenly they heard a scream. "Okay, now I can!"

The trio smile at each other before running down the corridor, almost colliding with Rose who was coming up from a converging corridor. "Did you hear that?" the blonde asked the Doctor and Alyssa before she noticed Sarah Jane "Who's she?"

"Rose, Sarah Jane. Sarah Jane, Rose", the Doctor said, introducing them to each other. Unlike with Alyssa, Sarah Jane's smile for the blonde wasn't genuine.

"Hi", Sarah Jane said "Nice to meet you" to the Doctor she added "You can tell you're getting older. Your assistants are getting younger".

"I'm not his assistant", Rose said outraged by the label.

"No?" Sarah Jane glanced at the Doctor who was standing there, scratching his ear looking uncomfortable "get you tiger".

"I think we should probably find the source of that scream", Alyssa suggested sensing how uncomfortable the Time Lord was at that moment.

"Yeah. That's a good idea", the Doctor readily agreed. He took Alyssa's hand and led her off down the corridor. Rose and Sarah Jane followed after them.

~Classroom~

"Sorry! Sorry, it was only me!" Mickey said when the four of them entered to see him surrounded by packages of something "You told me to investigate, so I-I started looking through some of these cupboards and all of these fell on me". Alyssa moved over to him a placed a comforting hand on his shoulder, sensing that he was still a bit in shock by what happened.

The Doctor bent down to and picked up a packet to examine it. Rose blanched when she saw what was in the packets. "Oh, my God, they're rats", she breathed, disgusted "Dozens of rats. Vacuum packed rats".

"And you decided to scream", the Doctor said to Mickey.

"It took me by surprise!" Mickey argued.

"Like a little girl?" the Time Lord mocked. Alyssa shot him a 'you're not helping' look. Mickey felt bad enough as it is without the Time Lord teasing him.

"It was dark! I was covered in rats!" Mickey said indignantly.

"Its ok Mickey", Alyssa said "I don't blame you. I would've done the exact same thing". Mickey managed to crack a smile, glad that at least someone was defending him.

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

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

"Excuse me, no one dissects rats in school anymore. They haven't done that in years. What are you from, the Dark Ages?" Rose retorted. Alyssa eyed the pair. Seems like there was someone else who wasn't a big fan of the blonde.

"Anyway, moving on", the Doctor said quickly before either of them could say anything else. Sarah Jane and Rose crossed their arms giving each other the dirtiest of looks. "Everything started when Mr Finch arrived", the Doctor continued "We should go and check his office". He chucked the rat he is holding back at Mickey, who quickly dropped it.

"I don't mean to be rude or anything. But who exactly are you?" Rose asked as they walked.

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

"Oh!" Rose said sounding a bit put out about finding out that there had been others who travelled with the Doctor before she met him. Then she realised that the Doctor had never mentioned any others that came before, not even Sarah Jane Smith. "Well he's never mentioned you", she added.

"Oh, I must've done!" the Doctor exclaimed hurriedly as the woman in question looked at him shocked that she was never mentioned, not even to another companion "Sarah Jane! Mention her all the time" he glanced at Alyssa "right, Ali?"

"Sorry, you haven't", Alyssa said somewhat reluctantly. Rose couldn't help but smirk triumphantly at the expression on Sarah Jane's face. She then walked off, the older woman following.

"What, not even once? He didn't mention me once?" Sarah Jane asked, the annoyance clear on her face.

"I better make sure they don't kill each other", Alyssa said to the Doctor and hurried after the two females.

Mickey hung back with the Doctor, a grin on his face as he looked at how uncomfortable the Time Lord looked "Ho ho! Mate! The missus, the friend and the ex. That's almost every man's worst nightmare", he said cheerfully before they followed after the three women. The Doctor should be wary of his words but instead a grin appeared on his face at Mickey calling Alyssa his missus. They weren't even together and yet he still got a little excited about it. Admittedly this was probably because his feelings toward her was slowly starting to change.

"Are you seriously telling me he's never said anything about me?" Sarah Jane questioned.

"Nope", Rose said popping the p, still unable to keep the triumphant look off her face.

"I can't believe it", Sarah Jane said shaking her head "he forgot me".

"I doubt he forgot you Sarah Jane", Alyssa said gently "as for never mentioning you, he probably would've told us eventually. I'm sure you've got some interesting stories about your travels with him".

"Well, I might have a few…" Sarah Jane admitted.

"I'd love to hear them", Alyssa said. Hearing that she sounded genuinely interested, Sarah Jane suggested

"How about later?"

"Sure, sounds good to me", the red head agreed and the older woman smiled.

"Everything ok?" the Doctor asked tentatively as he and Mickey joined them.

"Yeah, everything's fine", Alyssa assured him.

"Good", the Doctor said, utterly relieved. They walked toward Mr Finch's office and as they drew closer, a frown appeared on Alyssa's face. She could sense something behind the door.

"Don't", Alyssa whispered, grabbing his arm "there's something behind there. Something alive and not human".

The Doctor cautiously stepped toward the door, unlocked it and pushed it open slightly. Strange noises from within made him look up. Several bat-like creatures were hanging from the ceiling. "No way!" Mickey said loudly turning on his heel and hurrying away. Sarah Jane, Alyssa and Rose follow at him. The Doctor closed the door quietly but the noise wakes up one of the bats.

~outside~

"I am not going back in there" Mickey declared as he was catching his breath "no way".

"Those were teachers", Rose breathed, shocked at the discovery. Alyssa rubbed her shoulder, picking up on how shaken up the blonde was over the finding of those creatures. Rose shook her off. It didn't matter how scared she was, she didn't want the empath touching her.

"When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse", the Doctor explained "Thirteen. Thirteen big bat people. Come on!"

"You've got to be kidding!" Mickey protested when the Time Lord started toward the school.

"I need the TARDIS. I've got to analyse that oil from the kitchen", the Doctor told him.

"I might be able to help you there", Sarah Jane spoke up "I've got something to show you". She took the Doctor's hand and led him over to her car where she opened the boot to reveal K9.

"K9!" the Doctor said happily "Ali, Rose, Mickey, allow me to introduce K9. well, K9 Mark Three to be precise".

Rose and Mickey glanced at each other with an 'it's a tin dog' sort of expression. "Why does he look so… disco?" the blonde teen asked.

"Oi! Listen, in the year five thousand, this was cutting edge", the Doctor said, getting defensive over metal dog "What's happened to him?"

"Oh, one day, he just…nothing", Sarah Jane said gesturing to K9.

"Well, didn't you try and get him repaired?" the Doctor asked.

"Well, it's not like getting parts for a Mini Metro", Sarah Jane replied "Besides, the technology inside him could rewrite human science. I couldn't show him to anyone".

The Doctor stroked K9 "Ooh, what's the nasty lady done to you, eh?" he cooed. Rose rolled her eyes while Mickey just stares at him. Alyssa, on the other hand just smiled. She could feel how delighted the Doctor was at seeing the metal dog.

"Look, no offence, but could you just stop petting for a minute?" Rose spoke up "Never mind the tin dog. We're busy!"

The Time Lord closed the boot with a grin still on his face. As soon as he did that, a giant bat-like creature flew past the moon, screeching. Alyssa glanced up at it but didn't see anything.

~Coffee shop~

Alyssa watched the Doctor and Sarah Jane from another table at the Coffee shop, a smile on her face as they interacted. She would've sat with them…the Doctor had wanted her too but she knew that this was a good opportunity for them to catch up and that was better if she wasn't present.

Her head snapped toward the big window, sensing the same thing as she did at the school. Did one of those bat things follow them here? She had to find out.

"Where are you going?" the Doctor questioned when Alyssa moved past his table.

"Outside", the red head replied.

"Want some company?" the Time Lord asked, ready to move if the answer was yes.

Alyssa shook her head "no, I'm only going to be a minute", she answered.

"Ok", the Doctor said. He watched her leave the coffee shop before he turned back to Sarah Jane. Alyssa walked out into the street, looking up at the rooftops.

The young woman froze when she spotted Mr Finch and one of those creatures on one of the rooftops. "Get her", Finch ordered the creature.

It shrieked and swooped off the rooftop, toward Alyssa. She let out a small scream, alerting the group inside the coffee shop. The Doctor darted outside to see one of the creatures suspended in mid-air, Alyssa standing there with her hands out as if to protect herself. Then it was flung away, high into the sky and the young woman collapsed.

"Ali!" the Doctor exclaimed rushing over to her. She was unconscious but breathing.

"Ok, is anyone going to explain what the hell just happened?" Mickey asked having seen it all when he, Rose and Sarah Jane followed after the Doctor "was that part of her psychic powers?"

Rose ignored him and crouched beside the Doctor "is she going to be ok?" she asked tentatively.

"I don't know", the Doctor answered honestly. He had no idea what kind of toll using her newly acquired powers had on her body. But if what he saw was any indication, he didn't want her to use them at all. His hearts wouldn't be able to take it if she collapsed like that again.

"Any change?" Sarah Jane asked as she entered the bedroom.

"Afraid not", the Doctor replied, not taking his eyes off of the red head laying in the bed, his hand clasped carefully around hers.

"If you don't mind me asking, how did she manage to do that, push the Krillitane away without even touching it?" Sarah Jane questioned.

"She's got psychic abilities. The most recent of which being able to telekinetically push things away", the Doctor explained "and I had no idea she was going to collapse like that".

"Had she not used it before?" Sarah Jane asked.

"Not really. This would be the first time", the Doctor replied "the first and the last. I just…can't stand seeing her like this". Sarah Jane could tell by the tone in his voice how much this pained him to see Alyssa unconscious. He really cares her she thought.

"Let me know if you need anything", Sarah said and the Doctor nodded. The woman then left him alone to continue his vigil.

It was early hours of the morning when Alyssa started to wake. "Doctor?" she said looking up at him, blearily.

"Hey Ali. How are you feeling?" The Doctor asked.

"Very…drained", Alyssa replied "that was not fun", she admitted trying to sit up. The Doctor moved to help her, shifting some pillows behind her back. "How long was I out? And…" she looked around the room confused "where are we?"

"We're at Sarah Jane's home", the Doctor answered "she's letting us stay the night. And you were out for several hours".

Alyssa frowned, sensing his distress. "What's wrong?" the red head questioned.

"It's nothing", the Doctor said waving her off.

Alyssa placed a hand over his "Doctor, I know what you're feeling", she said gently "so what's wrong?"

"Seeing you collapse like that…it pained me. And my hearts wouldn't be able to take it if happened again. So please promise me you won't use your powers", the Doctor said.

Alyssa wanted to argue about it but due to the emotions she was picking up from him, she decided against it. "Ok, I promise", she conceded.

"Good", the Doctor said. Seeing that she was about to fall asleep sitting up, he moved the pillows and laid her down.

"Could you lay down with me?" Alyssa requested "please? I don't want to be alone".

"Sure", the Doctor said. He tugged off his converse and suit jacket, making sure to loosen his tie too before sliding under the covers next to the red head.

Alyssa watched from the front door as Sarah Jane's car drove away, shaking her head as she did so. She couldn't believe the Doctor was making her stay behind! She'd tried to argue with him but he was pretty adamant that she would be much safer at his former companion's home than at the school. It didn't help her case that the others seemed to take his side too. She huffed in annoyance and closed the door, missing the large bat-like figure drop down onto a nearby rooftop.

The red head wandered into the front room and over to one of the bookshelves to see if she couldn't find something to read to keep herself occupied while she waited for them to come back. A smile appeared on her face as she spotted an Agatha Christie novel. She did like a bit of Agatha Christie, Death on the Nile being one of her favourites. The Orient Express wasn't too bad either. She had never guessed that they all were involved in the murder when she first read it.

The book on the shelf was A Murder Is Announced, not a bad story in her opinion. Alyssa carefully plucked it from the shelf, settled down on the sofa and started to read. She had just literally got to the part where everyone had gathered at Little Paddocks for this supposed 'murder', when she felt it. Something was outside the house. Something not human.

The young woman looked up from her book and gasped upon seeing a Krillitane outside the window opposite! She let out a small scream as it smashed through the glass, throwing herself off the sofa to avoid any flying shards. Alyssa quickly flung her hand out, shoving the creature backwards with a psychic blast. She then scrambled to her feet and bolting out of the room, making a beeline from the kitchen. She really, really hoped that the Doctor had left that container behind.

"Thank god!" the red head breathed spying small container on the table. Alyssa snatched it up and spun around only to see the Krillitane's large form lumbering toward her. She threw it at the creature. The container broke open, spilling the oil. The Krillitane screeched, stumbling backward, its skin smoking. Alyssa watched by the table as it burst into flame, flinching slightly as it did so. Within moments it was a pile of ash on the floor.

Better clean this mess up Alyssa thought and started to searching for a dustpan and brush or hoover. It took her a good few minutes to find one and once she did, she started to clean up. After getting rid of all the ash, she tackled the bits of broken glass in the living room. She was still cleaning up when her ears picked up the sound of the TARDIS outside.

The young woman stood up and rushed out of the house, hugging the Doctor the moment he exited the box. "Hello to you too", the Time Lord said patting her on the back. When he moved away, he noticed that she had some blood on her hand. "What happened?" he asked, pulling out a handkerchief from his pocket and gently started to clean her palm.

"I must've cut it on some glass while I was cleaning up", Alyssa replied "one of the Krillitanes broke in, tried to attack me".

"Are you ok? Did it hurt you?" the Doctor asked quickly, pausing in his work to search her for any other injuries.

Alyssa shook her head "it didn't get a chance to before I turned it into a crispy bat with the oil", she explained "where's Rose and Mickey?" she asked when the other two hadn't made an appearance.

"Sarah Jane is bringing them back", the Doctor replied "now, let's get this cut properly cleaned up", he added gently pressing the handkerchief into her palm. "Sorry", he said when she winced. He then took her inside the house. The Doctor sat her down by the kitchen table and continued to clean the cut. Once he was happy it was clean, the Time Lord carefully wrapped her hand with a bandage.

"So…I'm guessing you stopped the rest of the Krillitanes", Alyssa said after a moment.

"Well, technically it was K9 who stopped them", the Doctor corrected.

"He didn't make it, did he?" Alyssa questioned, feeling the sadness coming from him. The Doctor didn't say anything, he just shook his head. Alyssa leant forward, resting her forehead against his. No words were necessary, she knew what it was like to lose someone.