"You're kidding!" Cara cried, jogging to keep up with the Doctor as they made their way back to the school (at night). Rose and Mickey were talking a little way behind them. "Sarah Jane Smith! Are you sure?!"

The Doctor nodded. "Sarah Jane Smith." he confirmed, shooting her a grin. "Wow." Cara breathed out. "Are you going to tell her your…you?"

The Doctor paused, sliding out his sonic, unlocking the door. "I'm sure she's here, tonight." he mumbled, glancing at her. "Cara, no matter what you don't leave my side tonight. Alright?"

"Why?" she asked. "Just don't." the Doctor said, pushing it open before pushing open the fire door, making them enter the main hallway.

"Oh, it's weird seeing school at night. It just feels wrong." Rose said, Cara nodding in agreement; the hallways seemed sinister somehow, but at the same time exciting, like it was a whole new place.

"When I was a kid, I used to think all the teachers slept in school." Rose said, as they walked past the corridor. Cara smiled at that, glancing at Rose. The woman, shrugged past her, Mickey giving her a gentle poke, making her giggle slightly.

"All right, team. Oh, I hate people who say team. Um...gang. Um...comrades?"

"Fam?" Cara suggested, tucking some of her hair behind her ear, pulling her jacket around her tighter. The Doctor paused. "Fam?" he tried making a face.

"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. Cara and I are gonna look in Finch's office. Be back here in ten minutes." The Doctor instructed, walking up the stair.

"Come along, Cara." the Doctor called over his shoulder, the younger bounding after him.

"I don't like this." Cara mumbled as they headed down the corridor. Suddenly loud screeches rang out, making Cara jump clinging to the Doctor's arm. 'What was that?'

The Doctor paused, Cara and him standing in silence. 'Stay close.' he replied, walking in the direction of the sound. Walking into another corridor, a door slammed in the distance, where the Doctor had parked the TARDIS.

The screeching had stopped leaving the Doctor and Cara hiding in the shadows, staring at the maintenance closet door just as the door opened again a person slipping out of it, backing away slowly.

'Is that?'
'Yes.'

Sarah Jane seemed to notice them behind her, slowly turning around staring at the Doctor. "Hello, Sarah Jane." the Doctor said quietly.

"It's you. Oh...Doctor…" she breathed out, a smile starting to spread across her face, slowly edging towards them. "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."

Sarah Jane shook her head. "I got old." she mumbled, catching a glimpse of Cara; who was shyly half hiding behind the Doctor's long coat. "Who's that?" she asked, forcing her eyes from the Doctor.

The Doctor smiled, putting his arm around Cara's shoulders, gently pulling her closer to Sarah Jane. "Sarah Jane, this is Cara. She's my Time Tot." the Doctor said proudly, ruffling Cara's hair.

Making the younger groan. "Docttoorr." she whined, making a half-hearted attempt at fixing it. Sarah Jane laughed lightly. "It's wonderful to meet you, Cara." Sarah Jane said smiling kindly at her, before looking back up at the Doctor. "What're you doing here?"

The Doctor shrugged, glancing up at the ceiling. "Well...UFO sightings, school gets record results, I couldn't resist. What about you?"

"Same."

They laughed, Cara smiling at the two. It was like watching to kindred spirts reconnect. It was beautiful.

Sarah Jane's smile faltered, her eyes glistening with unshed tears. "I thought you'd died. I waited for you and you didn't come back, and I thought you must've died."

The Doctor's smiled faded, suddenly holding onto Cara tighter. "I lived. Everyone else died."

"What do you mean?" Sarah Jane asked furrowing her eyebrows, glancing down at Cara. "Everyone died, Sarah. Everyone, but her." The Doctor replied softy. His voice was heavy, seeming to carry much more than his words.

Sarah Jane shut her eyes, shaking her head. "I can't believe its you." she whispered.

The second the words came out of her mouth a loud high pitched wailing rang out. "Oh, Mickey!" Cara cried, the three of them turning in the direction of the sound.

"Okay! Now I can!" Sarah Jane half laughed out, grinning as they ran to the source of the scream.

Almost crashing into Rose, who came running from another corridor. "Did you hear that?" she cried, turning to them. "Who's she?"

"Rose, Sarah Jane! Sarah Jane, Rose." The Doctor introduced. Rose made a face, one Cara noticed was similar to the one she often received from her.

"Hi. Nice to meet you." Sarah Jane said, holding out her hand, a large fake smile and tone on her voice. Cara and the Doctor shared an awkward look, both sensing the strange feelings rolling off both woman.

"You can tell you're getting older, your assistants are getting younger." Sarah Jane said, glancing at the Doctor.

"I'm not his assistant." Rose snapped, glancing at the Doctor almost waiting for him to say something. The Doctor scratched his ear uncomfortably. Cara bit her lower lip, suddenly very interested in the ceiling.

It was quite a nice ceiling, if you really thought about it.

"No? I get you, tiger." Sarah Jane replied coolly. "Mickey." Cara reminded, dashing past the two, the Doctor directly behind her. 'What's wrong with them?' she asked.

The Doctor made a face. 'Long story, long uncomfortable story.'


"Sorry! Sorry, it was only me." Mickey cried when they all walked in. "You told me to investigate, so I, I started looking through some of these cupboards and all of these fell out of them."

Cara bent down, picking up a packet, the Doctor doing the same, taking a few and examining them. "Oh, my God, they're rats." Rose said in mild disgust. "Cool." Cara mumbled, making the Doctor grin at her.

"Dozens of rats. Vacuum packed rats."

"And you decided to scream." The Doctor said, getting up turning to Mickey.

"It took me by surprise!"
"Like a little girl?"

"Hey!" Cara cried from the floor, still looking at each rats. "Yes! Worse than a little girl. Baby, newborn baby in a bonnet." The Doctor said.

"It was dark! I was covered in rats!" Mickey replied indignantly. "One, maybe two years old. I'm seeing fluffy hats, frilly skirts." the Doctor sassed.

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

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

The Doctor and Mickey shared discreet a look between them. "Excuse me, no one dissects rats in school anymore. They haven't done that for years. Where are you from, the dark ages?" Rose retorted.

"Actually dissection is something that is still practiced in many schools. But many schools abandoned the practice of dissection due to its overall health and safety fears." Cara said, jumping up, dusting herself off.

"Like the chemicals used to preserve animals; which are very unhealthy for humans to inject or smell like formaldehyde. Not to mention the morals of it; as it is animal cruelty, though in 1752…" Cara trailed off, as they all stared at her.

"I'm not helping." Cara mumbled. Mickey nodding quietly behind Rose and Sarah Jane, the Doctor glaring at him from the corner of his eye.

Sarah Jane and Rose looked at her, their expression unreadable.

Cara swallowed hard. "I-I don't really know how I should end this. So, I'm just going to walk away. Yeah, walking now. I'm over here. So…yeah...I'm stopping…now." she said, stepping back, sitting on one of the desk.

"Anyway, moving on." The Doctor said, looking at Cara. 'You can tell me facts about dissection later.'

"Everything started when Mr Finch arrived. We should go and check his office." The Doctor said, tossing the rat back to Mickey (who instantly dropped it), holding out an arm for Cara, to go first.

Walking out of the classroom, Cara with the Doctor, Sarah Jane and Rose with Mickey at the back. "I don't mean to be rude or anything, but who exactly are you?" Rose asked, she and Sarah Jane walking in front of the Doctor and Cara, bickering.

"Sarah Jane Smith. I used to travel with the Doctor."
"Oh! Well, he's never mentioned you." Rose sneered. Cara looking at her in surprise. The Doctor always talked about the people he travelled with.

"Oh, I must've done! Sarah Jane! Mention her all the time." The Doctor said, slipping his hand into Cara's. She could feel his discomfort, which was rather sad since the Doctor was rather happy at seeing Sarah Jane again.

"Hold on...sorry...never." Rose said, pretending to think about it

"Really?" Cara said lightly. "The Doctor talks about Sarah Jane all the time, and Jo, Susan and Bessie—"she started, shutting the mouth when Rose turned to her, wide-eyed and jaw-dropped.

It was suddenly clear that maybe, possible, Rose was not aware (or just ignored) that the Doctor travelled with. "Nevermind." she said, Rose walking off in a huff. Sarah Jane looking a little please as she followed Rose.

"Still not helping then." Cara mumbled to Doctor. "Don't be silly, you're helping a lot." The Doctor replied encouragingly, incredible eager to listen to her. She was always so quiet around people, it was nice to hear to talk.

"Ho ho! Mate!" Mickey cried, patting a hand on the Doctor's shoulder. "The missus and the ex. Welcome to every man's worst nightmare." he said grinning as he ran after the woman.

The Doctor groaned loudly, rolling his head back. "Ugh. Would it be mean to just leave them here and walk out." he grumbled, making Cara chuckled. "Little bit, yeah." she replied, smiling.

"Come on," Cara said taking his hand, as they walked to Finch's office. "It can't get any worse."


"Maybe those rats were food." The Doctor mumbled, unlocking Mr Finch's door with his sonic. "Food for what?" Rose asked, as the Doctor opened the door, peering inside.

"Sounding like breathing, really heavy breathing." Cara mumbled from behind them, leaning against the wall.

"Rose...you know you used to think all the teachers slept in the school...?" the Doctor asked, his eyes fixated on the ceiling; walking inside allowing them too all have a look. "Well... they do."

Bats. But like the biggest, scariest bats; you'd ever seen, were handing from the ceiling. "I think you were right about the rats, Doc." Cara whispered.

"No way!" Mickey whispered-yelled turning on his heels running out of the school, Sarah Jane and Rose hurrying after him. Cara ran out next, the Doctor behind her shutting the door behind him.

A loud screech rang out from inside the room, making the two run after the (group? Fam? Whatever). Mickey and Rose burst through the front doors of the school panting heavily, Cara, the Doctor and Sarah Jane opting for speed walking.

"I am not going back in there. No way."
"Those were teachers!"

"When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse. Thirteen. Thirteen big bat people." The Doctor said. "Well that doesn't sound crazy at all." Cara said from behind him.

"Come on." the Doctor said, making his way back inside. "Come on, you've got to be kidding!" Mickey cried.

"I need the TARDIS. I've got to analyse that oil from the kitchen." The Doctor replied.

"I might be able to help you, there." Sarah Jane said, taking the Doctor's arm pulling him to the car park. "I've got something to show you!"

Standing around Sarah Jane's park, she opened the boot; the Doctor pulling off a blanket of something. "K9!" The Doctor cried happily smiling at the metal tin dog. "Really?" Cara asked, looking eagerly at the robo-dog. "Cara, Rose Tyler, Mickey Smith, allow me to introduce K9...Well, K9 Mark III to be precise."

"Why does he look so...disco?" Rose asked sounding rather unimpressed. "Oi! Listen, in the year five thousand, this was cutting edge!" the Doctor said, turning to Sarah Jane. "What's happened to him?"

"Oh, one day, just pff...nothing!"
"Well, didn't you try and get him repaired?"

Cara lightly touching K9's circuity. While the dog seemed rather old and rusty; it didn't seem particularly damaged.

"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?" the Doctor cooed, stroking K9 lovingly. Cara smiled at the dog; a flash of pain suddenly going through her, the Doctor looked up. "Alright?"

Cara pulled her gaze from the sky. "Yeah." She could have sworn something was up there,

"Look, no offense but could you three just stop petting for a minute? Never mind the tin dog, we're busy!" Rose called, she and Mickey already getting into the car.

Sarah Jane went to the driver's seat as the Doctor closed the boot, giving Cara a light nudge on her shoulder. "Come on." he said gently. Cara nodded opening the car door.

The odd feeling of something watching her still with her.


Sitting down between the Doctor and Sarah Jane Smith was probably the best way to end a day. Sarah Jane was just as the Doctor said she would be amazing. She was like the Doctor an animated person and with little to no trouble eagerly told her stories and talked with her as if she had known Cara her whole life.

It was a nice change.

"Ah!" the Doctor cried, accidentally touching something hot again. The Doctor was trying to fix K9 with his sonic, Cara and Sarah Jane watching him and talking. "I don't know why, keeps on overheating."

"Maybe that's the problem, with the ventilation or the cooling system?" Cara suggested. "Maybe," the Doctor mumbled, drawing back, flipping his sonic up and down, before pausing, holding out the screwdriver to Cara.

Cara glanced down at the sonic, then back at the Doctor. "No, no-"

"Oh, come on, give it a go!" the Doctor said excitedly holding it out to her. Cara shook her head. "That's a very bad idea, very bad—you know- I'll probably end up blowing us all up or, or-"

"That's why I'm here, just try." The Doctor said holding it out to her, Cara glanced at Sarah Jane in some to rescue her. Sarah Jane smiled, nodding to it encouragingly.

'Great there's two of them.'

"There's not even a fire extinguisher." Cara said weakly, taking the screwdriver already known she had been beaten. "Alright, so it's just this and this." The Doctor instructed leaning over; pointing it out to her. "And remember it's all about concentrating."

Cara nodding, holding it up slightly awkwardly, pressing one of the buttons. "Like this?" she tried, the lights in the shop suddenly going out. "See!" Cara said, the Doctor reaching over, turning the lights back.

"It's okay, it's okay. You're learning. Just…humour me." The Doctor said kindly, leaning back allowing her to fiddle with K9. Cara sighed, still looking rather unsure, before reaching over, fiddling with K9's wires.

"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 said to the Doctor, after a few moments of silence, the Doctor watching Cara.

"Right on top of it, yeah."
"And Rose?"
"She was there too." The Doctor said, holding out a few wires for Cara, as she fixed and connected them.

"Did I do something wrong?" she asked cautiously. "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." The Doctor replied, turning to her. "I waited for you. I missed you." Sarah Jane said quietly. "Oh, you didn't need me!" the Doctor said, brushing it off. "You were getting on with your life."

"You were my life." Sarah Jane said the Doctor looking up at her. Cara doing her best not to intervene on this seemingly important moment. Squinting slightly she dug her hand into K9's wires, pulling a few out and readjusting them.

"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?" the Doctor asked, sounding confused. "No, but we get a taste of that splendour…and then we have to go back." Sarah Jane explained.

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

"You could've come back."
"I couldn't."
"Why not?"

The Doctor didn't answer. Cara (against her will) yawned loudly making the Doctor chuckled. "Tired?"

"No." Cara said indignantly, fighting the urge to yawn again. Just two more wires and it should work. She hoped it would work. Please god make it work.

"It wasn't Croydon, where you dropped me off, it wasn't Croydon!" Sarah Jane said sounding a little hurt. "Where was it?" the Doctor asked, worriedly. "Aberdeen." Sarah Jane snapped.

"Right." The Doctor paused. "That's next to Croydon, isn't it?"

Sarah Jane smiled shaking her head. Suddenly K9 sprung to life, making Cara jump out of her skin. "Oh, hey! Now we're in business!" the Doctor said, leaping to his feet, grinning at Cara; who was staring rather dumbfounded at K9. "You did it!" he said happily.

"I did?" Cara mumbled, glanced at Sarah Jane who was grinning too. "You did!" Sarah Jane said, giving her a hug from behind. "Really?" Cara said, staring at the K9, who had lit up, wagging his tail.

"Yes!" the Doctor said, ruffling her hair happily, laughing. "I'm so proud of you! Let's see!" he said, standing in front of K9. "Master!" K9 said, in his robotic voice.

"He recognizes me!" the Doctor said ecstatically, Cara slowly getting up, watching K9 wag his ears. "Affirmative." K9 replied.

"I did it." Cara whispered to herself, a smile starting to grow on her face. "Rose, give us the oil." The Doctor called holding out his hand.


The Doctor pulled off the lid of the jar, to dip his finger in it. "I wouldn't touch it, though, that dinner lady got all scorched." Rose said quickly.

"I'm no dinner lady." The Doctor said, Cara shooting him a 'weird out' look. "And I don't often say that." he added, dipping his finger into the oil smearing it onto K9's sensor. "Here we go. Come on, boy. Here we go."

K9's lights and buttons began to light up. "Oil. Ex, ex, ex, extract ana, an…analysing..."

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

The Doctor and Cara glared at him.

"Careful! That's my dog!" Sarah Jane warned. Mickey stopped sheepishly.

"Confirmation of analysis: substance is Krillitane Oil."

"They're Krillitanes." The Doctor breathed out, wide eyed. "Is that bad?" Rose asked.

"Very. Think of how bad things could possibly be, and add another suitcase full of bad." The Doctor said grimly. "And what are...Krillitanes?" Sarah Jane asked.

"They're a composite race." The Doctor explained. "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?" Cara asked, the Doctor looking at her, his eyes widening.

"TARDIS. TARDIS, now." The Doctor said, taking Cara's hand practically pulling her to the door. "Wai-Doctor!" Cara protested. 'If this is about bedtime I've already missed it!'

"Doctor! What's wrong?" Rose called, the Doctor pausing; stepping back, still gripping onto Cara's hand.

"It's the children. They're doing something to the children."

20 Minutes Later…

It took a while for Sarah Jane and Rose to eventually make the Doctor agree to go back to Sarah Jane's for the night instead of the TARDIS. Luckily, Sarah Jane seemed to well versed in swaying him; soon enough they were packing K9 into Sarah Jane's car.

"How many of us have there been, travelling with you?" Rose called out suddenly, making the Doctor and Cara pause. "Does it matter?" the Doctor said, clearly eager to get going.

"Yeah, it does, if I'm just the latest in a long line." Rose said her voice trembling whether with anger with anger or sadness. The Doctor sighed, turning to Rose. "Can we not do this now?"

"No!" Rose shouted, angrily. "Cara, go in the car." The Doctor said calmly, Sarah Jane and Mickey hearing the noise, poking their heads. Cara blinked, glanced between the Doctor and Rose, seeming to freeze. Rose tutted, shaking her head.

"Come on sweetie," Sarah Jane said suddenly, taking her arm gently pulling her to the car.


"I thought you and me were... but I obviously got it wrong. 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?" Rose asked, her voice thick.

The Doctor said nothing; scratching his ear. "This is because of her isn't it?" Rose said shakily. The Doctor shook his head. "No."

Rose sniffed. "Then, why? Why-"

"I don't age. I regenerate." The Doctor said. "But humans decay. You wither and you die. Imagine watching that happen to someone who you cares about you. You can spend the rest of your life with me. But I can't spend the rest of mine with you. I have to live on with Cara. That's the curse of the Time Lords."

"But Rose you need to stop." The Doctor said his voice turning stern and darker. Rose blinked staring at him in surprise, he never used a tone like that with her. "Sto-"

A loud screech rang out, as a Krillitane swooped down, descending on Sarah Jane, Cara and Mickey who were waiting outside of the car.

"Cara!" The Doctor shouted, running to the car. Sarah Jane and Mickey reacting fast, ducking down shielding Cara with their bodies. The Krillitane skimmed past them, fling off into the night sky, screeching.

"Was that a-?"

"Krillitane." Cara finished, looking up at it, fly away. "But it didn't even touch her, it just flew off!" Rose said, gesturing to Cara. "What did it do that for?"

Hiya!

Extra long chappy for you all! ;)

Thoughts? Lot of stuff, was unpacked here XD

Anyways, thank you all for reading, reviewing, faving and following!
As usual please review, like, fav, follow, PM, ect. :)

Till next time...