A/N: Hi everyone. I've been working hard to get this episode done and dusted. I am pleased to announce that I have accomplished that. I have also started on the next episode. I seem to have my mojo back at the moment. Fingers crossed it stays for a long time! Anyway, here is the next chapter, enjoy!

The group were standing outside of the school, the Doctor holding onto Kari's hand tightly. "I am not going back in there. No way." Mickey announced, clearly freaked out over what they had all seen inside the headmasters office.

"Those were teachers." Even Rose couldn't seem to believe what they had just seen.

All Kari could do was grin like an idiot. "Oh yeah, those were the teachers. Look, when Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse. That's thirteen. We just saw thirteen big bat people." She wouldn't admit it, but she was really rather happy. She was getting to have a proper adventure with Sarah Jane, one where the woman herself wasn't in trouble.

The Doctor couldn't help but smile at her. "Exactly, now come on." He said, turning around and taking Kari with him, ready to stroll back into the school.

The horror was showing on Mickey's face again. "Come on? You've got to be kidding!" It was pretty obvious from his reaction that there was no way he was going to be heading back into that building any time soon.

"I need the TARDIS. I've got to analyse that oil from the kitchen." The Doctor told him, trying his best not to get annoyed with the man who was so reluctant and also screamed like a girl not so long ago.

Kari's face lit up once more as she remembered what was going to happen next. "I might be able to help you there." Sarah Jane announced. "I've got something to show you." The woman quickly grabbed a hold of the Doctor's other arm, the one that wasn't attached to Kari, and dragged him over towards her car. Of course, Kari had to go along with him, but she was more than happy to go and see what she wanted to show him.

"Oh, you are so going to love this, Doctor." Kari whispered to him as Sarah Jane unlocked her car and opened the boot. All he could do was look at her with confusion, until he pulled back the blanket that was covering the contents of the car.

The Doctor's eyes really did light up the moment he saw what Kari had been talking about. "K9!" He cried, excited to see his old robot dog again. "Rose Tyler, Mickey Smith, allow me to introduce K9." He said, his voice full of joy. "Well, K9 Mark 3 to be precise." It was plain to see that he was happy, and Kari couldn't help but smile at the fact that the Doctor was so happy.

Rose looked at the robot dog sitting in the boot of the car. "Why does he look so… disco?" She asked, not really that impressed with what she was seeing.

"Oi!" Kari called, frowning at her blonde haired friend. "In the year 5000 this was cutting edge. But never mind that, what happened to him, Sarah?" She asked, even though she already knew exactly what she was going to say.

"Oh, one day, he just… nothing." Sarah Jane replied, a sad look on her face. Only Kari really understood why she was so sad about the metal dog. K9 was her last connection to the Doctor, the final piece she had of him when she thought he was dead. He had been with her for such a long time and they had been through so much together.

Kari gave the woman a slight smile. "Well, it's a good job that you've got us here. I'm sure between the pair of us we can get him back up and running. What do you think, Doctor?" Of course she knew they would do it, that the Doctor would get K9 working again.

"Well…" The smile on the Doctor's face just grew bigger and bigger.

"Right, come on then you lot." Kari suddenly announced, clapping her hands as she did so. "I want a cuppa and we need to find somewhere we can work on getting K9 back up and running." She told them, ushering Rose and Mickey into the car while the Doctor closed the boot up. Kari quickly glanced up at the sky and saw one of the bat people soar across the sky. She was glad that Mickey hadn't seen it, he would have freaked out again if he had spotted it.

Soon enough they were all in a small little cafe. Kari was sitting down at the table with the Doctor and Sarah Jane, with K9 sitting on the table, while Rose and Mickey were up at the counter, waiting for their food. Both Kari and the Doctor whipped out their sonic screwdrivers, both grinning away, which only caused Sarah Jane to laugh.

"Come on then, let's get this cutting edge disco dog back in working order." Kari said. She couldn't explain why she was feeling so happy. It probably helped that Sarah Jane was happy, and so was the Doctor. She had finally found the man that she had travelled with for so long, who she thought was dead.

"I thought of you, on Christmas Day." Sarah Jane said, watching as the Doctor and Kari both started fiddling with the different wires and circuits inside of K9. "This Christmas just gone? Great big spaceship overhead. I thought, oh yeah, bet they're up there."

"Right on top of it, yeah." The Doctor replied, knowing exactly what was going to be coming next.

Kari quickly cleared her throat. "Spoilers!" She sang, causing the Doctor to just roll his eyes at her. He knew that was coming, that she was going to say that to him. Kari always said that to him.

There was a moment of silence, and the happy look on Sarah Jane's face faded. "Did I do something wrong?" She asked the Doctor. "Because you never came back for me. You just dumped me."

"I told you, we were called back home and in those days humans weren't allowed." The Doctor replied, while Kari shifted uncomfortably in her seat a little. She knew where this conversation was going to go, and she wasn't sure she was going to enjoy listening to it. Or what was going to change in it.

The woman wasn't going to relent and still had more she wanted to say to the Doctor. "I waited for you. I missed you, both of you."

Kari let out a sigh. "I'm sorry, Sarah. I am truly sorry for what happened." Even though she hadn't been there, hadn't experienced all those adventures with the Doctor and Sarah Jane, she was sorry for what happened to her, for the way she had been 'dumped' and left behind.

"You were both my life." The Doctor didn't say anything, and Kari knew that Sarah Jane wanted him to speak, to say something, to acknowledge what had happened and how it made her feel. "You know what the most difficult thing was? Coping with what happens next, or with what doesn't happen next." The woman continued, hoping to get something still. "You both 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?" Sarah Jane had waited such a long time to say all of this, to get it off her chest.

This time the Doctor did choose to respond. However, it wasn't the one that Sarah Jane had been hoping for. "All those things you saw, do you want me to apologise for that?"

Kari knew it was time for her to jump in, to try and salvage this before it got any messier. "Sarah, things were complicated. Things still are complicated. So much happened, for us, for the Doctor. I wish I could tell you, explain everything so that you could understand it all." She told her, while the Doctor tried to keep his focus on the robotic dog in front of him. "We just needed you to be safe. After everything that happened, we had to leave you behind to keep you safe." That was true, it was true with all of the Doctor's companions. "I'm sorry, Sarah."

Before anything else could be said, K9 sprang to life. "Oh, hey! Now we're in business." The Doctor announced, jumping up from where he was sitting, his excitement bubbling up.

"Master…" A robotic voice came from the metal dog on the table.

The Doctor was just beaming away now. "He recognises me!"

"Affirmative."

"Come on, Rose, let's have that oil please." Kari called to her friend who had been sitting over at another table chatting away with Mickey. Kari wondered what was going to happen with those two, if things were going to work out differently because Rose didn't fall in love with the Doctor. Then that would have a knock on effect with other things. She quickly shook her head, she didn't have time to think about that now, they were in the middle of something.

Rose got up and quickly headed over to her, taking a small jar with some thick, yellow substance in it, out of her pocket. "I wouldn't touch it, though." She warned him as the Doctor unscrewed the cap from the jar. "That dinner lady got all scorched."

"I'm no dinner lady. And I don't often say that." He replied, before sticking his finger into the glass jar. He scooped some of the oil up onto his finger as K9 extended the probe from his head. They all watched as the Doctor rubbed the oil over the probe, before screwing the lid back on the jar tightly. "Here we go. Come on, boy, here we go." There was still that hint of excitement in his voice.

"Oil. Ex… ex… ex… extract. Ana… ana… analysing." The robot voice of K9 called, as he worked on trying to figure out exactly what that oil was. "Confirmation of analysis. Substance is Krillitane Oil."

The look on the Doctor's face said it all, and he quickly glanced at Kari. "They're Krillitanes." He said, watching her reaction carefully. The Doctor wanted to find out what she knew, if she knew what was going to happen, if she knew what their plan was.

"Is that bad?" Rose asked.

The Doctor answered her, but his eyes didn't leave Kari's face. "Very. Think of how bad things could possibly be, and add another suitcase full of bad." Kari wasn't looking at him, she had her eyes fixed on the window, gazing outside.

"And what are Krillitanes?" Sarah Jane had questions of her own that she wanted answered.

He was starting to get worried now. Not that Kari knew what was going on, but that there was something else going on that she wasn't telling him about. She seemed to have just zoned out completely. "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 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 recognise them. The last time Kari and I saw Krillitanes, they looked just like us except they had really long necks."

"It's the children, Doctor." Kari finally said, her voice almost a whisper. "They're doing something to the children." Her eyes were fixed on the two forms that she could see high up on the rooftops across the street. She knew that they were being watched, and that they were listening in to them as well. "Doctor, they're watching us." Kari knew that it was safer for her to talk to him that way, that he would hear and understand it was important.

He took a tight hold of her hand and pulled her to one side. "What do you mean? Who is watching us?"

"Finch. The Krillitanes. They've been watching us since we left the school. They are outside now, across the road, watching, listening to everything we have been saying." Kari was feeling guilty for not telling him before, but she had just been so caught up in the moment. There was happiness from both the Doctor and Sarah Jane, and she hadn't wanted to spoil that.

"What are they doing to the children, Kari? Why are they here?" The Doctor asked her, hoping that she would tell him. He was surprised that she had told him as much as she had, he knew she would usually try to keep it to herself, even if he did ask if she knew what was going on. If she was willingly telling him, then he knew things were about to go from bad to worse.

All Kari could do was look at him. "I… I don't know. I can't remember." She lied. "It's… there's something on the computers. I'm sorry, Doctor, I can't remember." Kari couldn't tell him everything, she couldn't tell him she knew exactly what they were doing, what they were hoping to achieve with the children.

He wrapped his arms around her tightly. "It's okay, Kari. We will work it out. It's fine." The Doctor assured her, glad that she had told him the truth.

"Is everything okay?" Sarah Jane asked, her face filled with concern. She knew that something was wrong just by looking at the pair. From all her time travelling with them, she knew the signs.

The Doctor glanced over at the woman, his arms still tightly wrapped around Kari. "Yeah, nothing to worry about." He told her casually. But she didn't believe him, neither did Rose and Mickey. The three of them all shared their own worried glances. "Anyway, we can't hang around here all night. You lot might as well go home and get some sleep." He needed to get Kari away from everyone else, he needed to sit her down and talk to her alone.

It didn't take long for them to tuck K9 back into Sarah Jane's car. While she was talking to Mickey, Rose was questioning the Doctor and Kari. "How many of us have there been travelling with you both?" She asked, clearly not impressed with knowing that she wasn't the only person that the two had taken travelling with them.

"Does it matter?" The Doctor asked, keeping a tight grip on Kari's hand.

"Yeah it does, if I'm just the latest in a long line." There was a reason Rose was so unhappy. She thought that she was their friend, that her and Kari were more than just friends. She trusted Kari with her life, they were like sisters. Rose was hurt to know that one day they might just disappear and leave her.

"Rose, don't." Kari said, looking up at her. "Please. Our lives are complicated enough. I told Sarah Jane this, and I'll tell you as well, we do it to keep you safe. Okay? If we leave you behind it is because we know that we can't keep you safe. You have to understand that Rose, we do care about you, you're my sister, and all we want is to make sure you are safe." It was actually hard for her to be saying all of this, because she knew that they would one day leave her to keep her safe.

Rose simply looked at her, not knowing what to say, how to respond to the honesty of her friend. Instead the Doctor jumped in. "We don't age." He told her, trying to get her to understand even more. "We regenerate. But humans decay. You wither and you die. Imagine watching that happen to someone you care about. Someone you see as family. You can spend the rest of your life with us, but we can't spend the rest of ours with you. We have to live on. That's the curse of the Time Lords." He told her, giving Kari's hand a squeeze. He could tell this was difficult for her, especially since she knew about their future and what would happen.

Suddenly there was an awful screeching sound and both the Doctor and Kari looked over to the rooftop where the creatures had been watching them. A moment later and one was soaring towards them. The group all ducked as it came just inches away from their heads. The bat-like creature flew off into the night, leaving the rest of them to watch as it went.

Kari could feel both her hearts pounding in her chest. Even though she knew that it had been coming, she wasn't prepared for it, and it had scared her a little. She was just glad that the Doctor was there with her and that he was ready to protect her. "We need to leave. Now." Kari announced, wanting nothing more than to get out of there.

They all bundled back into the car, the Doctor sitting in the back with Kari. He could tell that she was worried and scared, and he hated it. Unfortunately, he knew that there wasn't much else that they were going to be able to do until the morning when they could get back into the school. "Everything will be fine." He assured her, giving her hand yet another squeeze. "We will sort this out."

Not knowing what else to do, Sarah Jane decided to just take everyone back to her home in Bannerman Road. They needed somewhere to go and she thought it would be easier than everyone going home and regrouping at the school in the morning. Rose and Mickey didn't really mind, they were both starting to run out of adrenaline and needed some sleep.

There were only 2 that were left awake, the Doctor and Kari. "Are you going to tell me what's wrong now?" He asked her as they sat on the sofa in Sarah Jane's living room, both with a mug of tea in their hands.

Kari looked at him. "What makes you think that something is wrong?" She asked, before taking a sip of her tea. What else could she say? She wasn't going to tell him that she knew everything that was going on. She wasn't going to tell him that she knew what would happen to Rose in the future. She just couldn't do it. Sarah Jane and Rose weren't the first people to be left behind, and Kari knew that they wouldn't be the last either.

"Because it's written all over your face." He said. "So come on, out with it."

She let out a sigh and put her mug down on the coffee table. "I can't. I wish I could but I really can't. It's just… all of this today, with Rose and Sarah Jane, it just makes me remember people. That's all. People we travel with, or will travel with." She thought of her Super temp, her loud mouthed Donna Noble. That woman really would have travelled with them until her dying breath. But she never would, and she would never know the amazing things that she did and saw.

Without realising it, a tear rolled down her cheek. "Hey, come on. It's okay." The Doctor said, quickly, putting his own mug down and wrapping his arms tightly around her. "It's okay, Kari." He had no idea what had caused her to become some upset, but it just made him worry even more.

"Sorry, don't mind me. Over thinking things, like always." Kari told him, wiping away the tears and trying to pull herself together. She was getting emotional and there was absolutely no need for any of it.

The Doctor couldn't help but let out a small chuckle. "You? Over thinking things? Never." He knew all too well how much she would over think things at times, and it would just send her into a panic. "What exactly have you got to over think about?" The Doctor wondered.

"Oh, you know, the past, the future, the whole of time and space." Kari told him as casually as she could. "You, and every other regeneration of you. The TARDIS, my brother, do you really need me to continue?" She asked, knowing that she could list off so many more things if she needed to.

"Yes, okay, I get it." The Doctor said, relaxing his hold on her so that he could look at her properly. "You have the whole of time and space to worry about, and all those that are in it. Is that all it is?" There was still that hint of worry in his voice as he spoke to her.

Kari couldn't help but roll her eyes at him. "Yes, that is all it is. You know what happens when I start. I think about one thing, which leads to something else, and then that brings up another thing. It's a never ending cycle. So, instead of either of us worrying about anything, let's just enjoy our nice cuppa while you realise that this is the home of our amazing Sarah Jane Smith."

Finally, the smile returned to the Doctor's face. "Sarah Jane Smith."

"She's one of the best, you know. Always has been and always will be." Kari told him, picking up both of their tea's and handing his one over to him. "Even though she was left behind, she didn't stop. Oh no, she carried on investigating, she kept on making a difference." Of course she knew a lot more about Sarah Jane than the Doctor did, and she loved all of the things that she had done and would do.

"I take it you know a lot more than you're going to tell me?" The Doctor asked her, causing her to nod at him with a smile on her face. "Good things?" Once again she nodded. "Happy?"

Kari gave him an even bigger smile. "She will be. Trust me, Sarah Jane Smith is going to be happy. I know, I've been there. I've seen it."

This time the Doctor raised an eyebrow at her. "Come and visit her often, do you?" He was curious to know if she had a habit of showing up there, of having her own adventures without him, adventures that he didn't know about.

She pulled a key out of her pocket. "Maybe once or twice. I do have my own key after all." Kari was proud of that key, because it meant that Sarah Jane had forgiven them for abandoning her, and that Kari would get to see her many more times. She was certainly looking forward to that, to those adventures with Sarah Jane Smith.

Morning came and they were all standing outside of the school while the children arrived for their day of learning. There was a serious look on all of their faces, but the Doctor was looking the most serious of them all. "Rose and Sarah, you go to the Maths room. Crack open those computers, I need to see the hardware inside." He said, before pulling his sonic screwdriver out of his inside jacket pocket and passing it to the person on his right. That just so happened to be Sarah Jane. It was clear that Rose wasn't impressed, the look on her face said it all. "Mickey, surveillance. I want you outside."

"Just stand outside?" The man asked, clearly not happy with what he was being tasked Doctor didn't answer him, he just started walking towards the school, his hand holding Kari's.

"Here, take these." Sarah Jane said, tossing him her car keys. "You can keep K9 company."

"Don't forget to leave the window open a crack." The Doctor commented, causing Kari to swiftly give him an elbow in the side as she glared at him. She still hated it when he was unkind to Mickey.

"But he's metal!" Mickey called after them.

A grin spread on the Doctor's face. "I didn't mean for him." He replied, before quickly wrapping a hand around Kari's elbow, stopping her from jabbing him with it again. However, it didn't stop her from glaring at him. "It's time we had a word with Mr Finch." The Doctor muttered to Kari, knowing that it was up to them to go and face the Krillitane.

"We need to go to the pool." Kari told him, not particularly in the mood for wandering around the school while the Doctor tried to figure out where the headmaster was going to be.

The Doctor looked at her. "All knowing?" She nodded at him in response. "Come on then." He didn't question her. He didn't need to. He understood that she knew what was going on, and he wasn't going to paster her for more information.

Soon enough they were walking down the side of the school swimming pool. The Doctor and Kari on one side and Mr Finch, the Krillitane, on the other. "Who are you?" The Doctor asked, feeling Kari grip his hand just a little tighter.

"My name is Brother Lassar. And you?" The man replied, his eyes flicking between the Doctor and Kari.

"The Doctor." He was not going to mention Kari, he could feel the nervousness coming from her and he wasn't about to make it worse. "Since when did Krillitanes have wings?"

Mr Finch, or Brother Lassar, gave the Doctor an odd look, wondering why the woman beside him hadn't been introduced as well. "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."

The Doctor hadn't failed to notice the glance that he had given Kari. "And now your shape's human."

"A personal favourite, that's all." Kari shifted uncomfortably under the man's gaze as he continued the conversation with the Doctor. She couldn't explain why she was feeling that way, she knew what was happening, what was going to happen, but she felt awkward and a little off.

"And the others?" The Doctor asked, becoming more increasingly worried about Kari. He particularly didn't like the fact that the man was walking around the pool and towards them.

There was a smile on Brother Lassar's face, he could see the discomfort as well, and he was enjoying it. "My brothers remain in bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath. 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. The last." He waited, hoping for some kind of reaction. He was disappointed when he didn't get one and continued to walk closer to the pair.

"This plan of yours. What is it?" He was hating how quiet Kari was being. He wanted to find out this plan, stop it, and get her out of there.

"You don't know." There was a hint of surprise in Brother Lassar's voice as he spoke now, and a hint of a smile appearing on his face.

The Doctor was getting more and more frustrated. He just hoped that Rose and Sarah Jane were having more luck with getting into the programme than he was at finding out this plan. "That's why I'm asking."

"Well, show me how clever you are. Work it out." Brother Lassar said, before looking at Kari. "She already knows. The Angel of Time. But look at her, terrified in my presence."

That got Kari's attention. "I'm not terrified of you. What made you think that?" She asked, looking over at the man with confusion. "Oh, you think that because I've been letting the Doctor do all the talking, that there must be something wrong?"

Now there was a frown on Brother Lassar's face, and a grin on the Doctor's. "If I don't like it, this plan of yours, then it will stop."

Now he was standing directly in front of them. "Fascinating. Your people were peaceful to the point of indolence. You seem to be something new. Would you declare war on us, Doctor?"

The Doctor hated just how close the man was, how close he was to Kari. "I'm so old now. I used to have so much mercy. You get one warning. That was it." He didn't wait for a reply, he was ready to get the hell out of there. The Doctor began walking away, taking Kari with him. He had to talk to her, to find out what was going on.

"But we're not even enemies. Soon you will embrace us. The next time we meet, you will join with me. I promise you." The man called after them as they walked away from him. There was so much confidence in his voice, he was so sure of himself.

It wasn't until they were far enough away from the pool that the Doctor stopped and turned to Kari. "Kari, talk to me, tell me what's going on?" He was filled with fear and concern.

"I… I can't…" She didn't know what to say. Her head was reeling from what Brother Lassar had called her. How could he have known that was what she was called? "Doctor, how did he… he called me…" Kari just couldn't get her words out. It didn't make sense.

"Kari, look at me." The Doctor said, trying to get her to focus on him. He knew she was starting to freak out, and it was never good when that happened. "Kari, just stop and look at me, okay? Look at me." He managed to catch her gaze and finally keep it. "It is fine. Alright, everything is fine. It doesn't matter how he knows you, okay? It doesn't matter." The Doctor hoped that he could get through to her, that he could help to calm her down.

"But Doctor…" There was fear in her eyes and the Doctor could see this. "How…"

Now he was starting to panic. "It doesn't matter. Look at me, really, it does not matter. Right now, we need to stop him. Okay? We need to find out what he is doing, and stop him. Okay?" He needed to get through to her, because he needed her.

Kari gazed at him, her eyes glazed over a little. "The Skasis Paradigm." she whispered. "They're trying to crack the Skasis Paradigm." The Doctor just looked at her with an expression of shock on his face. If they were trying to crack the Skasis Paradigm then he knew it was bad, it was very bad. The way Kari was acting was also very bad. He had seen her space out before, but this was something different, she was panicking and spacing out, which always led to something terrible happening.

A/N: I hope you all enjoyed this chapter. It has been difficult for me to get back into writing, and I have had to read the story several times over to make sure that I can get myself back into the flow and get the characters right. I hope I'm managing to achieve that.

As I said, I have got a few more chapters written and ready to go, so keep an eye out for that.

A big thank you to all of those who have left a review, I really do appreciate it. I means a lot to hear from the people who read my stories. So until the next time,

Pippa.