The next morning, everyone squeezed into Sarah's car, and they made their way back to Zana's school. The schoolyard was full of students who seemed eager to start the day's classes as the group piled out of the vehicle and walked towards the building, determined to stop whatever those Krillitanes were planning on doing. None of them had the faintest idea why they were using the children, but they knew it couldn't be good.

"Rose, Zana, and Sarah, you go to the Maths room. Crack open those computers, I need to see the hardware inside. Here, you might need this," the Doctor spoke and handed the sonic screwdriver to Sarah Jane, much to the dismay of Rose. "Mickey, surveillance. I want you outside."

"Just stand outside?" Mickey frowned.

"Here, take these you can keep K9 company," Sarah tossed him her keys as they started to walk ahead of him.

"Don't forget to leave the window open a crack!" the Doctor called back to him.

"But he's metal!" Mickey huffed.

"I didn't mean for him!"

Zana rolled her eyes and looked up at the Doctor, "What're you going to do?"

"It's time I had a word with Mister Finch."

Zana stopped walking, but the other three didn't seem to notice as they entered the school. She recognized the tone of his voice almost instantly. He sounded just like he did right before he ruined Harriet's career...and she might not know what these Krillitanes wanted, but she didn't think the Doctor should just waltz in and ruin their lives. Maybe they were doing good! Who said everything had to be bad?

She quickly followed after the group, but instead of going with Rose and Sarah like the Doctor told her to, she followed him down the corridors but stood back when he stepped into the room containing the swimming pool. She didn't really want to get caught up with everything, but you can bet she'd jump in if she needed to. The Doctor needed someone to tell him enough was enough, according to Sarah Jane, and Zana was prepared to take on that role. If she was going to spend her time with him from now on, she had better learn to stick up to him. Rose seemed to do it perfectly fine, but...well, Zana isn't really used to doing that.

"Who are you?" the Doctor's somber voice pulled the teen from her thoughts.

"My name is Brother Lassa. And you?" the Headmaster replied.

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

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

"And now you're shaped human."

"A personal favorite, that's all."

"And the others?

"My brothers remain bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath. 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."

Zana frowned, "Last of the Time Lords..."

Rose had mentioned something about the Doctor being the last of his kind, but she didn't really take much notice of it. How could he be the last? How is that even possible?

"It seems you have a shadow, Doctor," the Headmaster's voice made Zana jump as she was grabbed by the arm and lead out from her hiding spot. The Doctor turned and looked, and let a frustrated groan as soon as he saw Zana being pulled towards him by one of the other Krillitanes.

Zana waved meekly when the alien let go of her, "Um, hello."

"Attend to your students," Mr. Finch looked at Mr. Wagner, the Krillitane in question, before turning to smile at Zana. "Ah, Zana Kline. One of my best students, if I do say so myself. Fitting that you befriended her, Doctor."

"I uh..." the Doctor shook his head. "This plan of yours. What is it?"

Mr. Finch raised an eyebrow, "You don't know."

"That's probably why he's asking," Zana retorted.

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

"If I don't like it, then it will stop," the Doctor informed coldly. Zana stepped forward and laid a hand on his shoulder, wanting to calm him down.

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

"I'm so old now. I used to have so much mercy. You get one warning. That was it."

"But we're not even enemies!" the Headmaster called as the Doctor and Zana turned to leave. "Soon you will embrace us. The next time we meet, you will join with me. I promise you."

The two walked down the now empty corridors, the both of them obviously deep in thought. Zana knew so little about the Doctor...and yet here she was, by his side yet again, helping him save the day. She didn't even know his proper name, for Pete's sake. She knew nothing of his home planet, or of his life. All she knew was that he was the last of his species, and she can't even begin to imagine how that sits in one's heart. Knowing that you have no one to turn to...it must wreak havoc in his mind.

"How's it going?" the Doctor asked as they walked into the computer classroom. Sarah Jane and Rose didn't answer, though. They were too busy laughing. "What? Listen, I need to find out what's programmed inside these." Their laughs just intensified, and Zana couldn't help laughing along with them. "What? Stop it!"

"All pupils to class immediately. And would all members of staff congregate in the staff room," the secretary called over the speakers, making Zana look up from watching the Doctor working on one of the many computers. Almost instantly kids started to file into the room, but Rose was quick to send them away, giving the Doctor more time. He had wires wrapped around his neck as he soniced the computer, but apparently, it wasn't working.

"I can't shift it," he informed, frustrated.

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

"Anything except a deadlock seal. There's got to be something inside here. What're they teaching those kids?"

Sarah looked at Zana, who held her hands up in surrender. Before Sarah asked her anything, all the computer screens light up and started displaying strange symbols. Zana had never seen them before, and by the look on Sarah Jane's face, she hadn't either. "You wanted the program? There it is."

The Doctor looked up and focused his eyes on the large screen at the front of the classroom, "Some sort of code..." He paused, his eyes widening. "No...No, that can't be."

"What is it, Doctor?" Zana stepped closer to him.

"The Skasis Paradigm. They're trying to crack the Skasis Paradigm..." he informed quietly.

"The Skasis what?" Sarah questioned.

"The God maker. The universal theory. Crack that equation and you've got control of the building blocks of the universe. Time and space and matter, yours to control," he shook his head.

"What, and the kids are like a giant computer?" Rose raised an eyebrow.

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

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

"What's fifty-nine times thirty-five?" the Doctor asked the two of them.

"Two thousand and sixty-five," they replied in unison. "Oh, my God."

"But why use children?" Sarah Jane asked, confused. "Can't they use adults?"

"No, it's got to be children. The God maker needs imagination to crack it. They're not just using the children's brains to break the code, they're using their souls," the Doctor shook his head, the disgust evident in his voice.

"Let the lesson begin," Mr. Finch's voice rang out, making them turn to see him entering the room. "Think of it, Doctor. With the Paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it."

"Oh yeah? The whole of creation with the face of Mister Finch? Call me old fashioned, but I like things as they are."

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

"What, by someone like you?" the Doctor sneered.

"No, someone like you," Finch retorted, shocking everyone, including the Doctor. "The Paradigm gives us power, but you could give us wisdom. Become a God at my side. Imagine what you could do. Think of the civilizations you could save. Perganon, Assinta. Your own people, Doctor, standing tall. The Time Lords reborn..."

"Doctor, don't listen to him," Sarah spoke up.

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

"I could save everyone..." the Doctor breathed.

"Yes."

"I could stop the war..." he continued.

So it was war...No wonder the Doctor acts like he does...he's a soldier.

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

The Doctor seemed to ponder her words before taking a deep breath and grabbing one of the plastic chairs, chunking it at the large screen, shattering it, "Out!"

Much to Zana's surprise, the Doctor reached down and took her hand as everyone ran out of the room, leaving the angered Headmaster behind. They rushed down the stairs, and Zana was just happy she didn't fall as they met Mickey down at the bottom, along with a younger student Zana recognized as Kenny.

"What is going on?" Mickey demanded, but no one had time to answer as the Krillitanes flew towards them, forcing them to rush off in the opposite direction. They ran into the cafeteria, but they had only trapped themselves as Mr. Finch walked in, surrounded by flying aliens.

"Are they my teachers?" Kenny asked.

"Yeah. Sorry," Zana answered as she caught her breath. "Man, I really gotta get used to that."

"We need the Doctor alive. As for the others? You can feast," Mr. Finch informed, and instantly the bats charged at them. They started defending themselves with plastic chairs, but the Krillitanes were getting the best of them. When Zana was starting to lose hope, a red beam hit one of the aliens, making Mr. Finch shout and Sarah Jane laugh.

"K9!" she beamed.

"Suggest you engage running mode, mistress," the robot dog replied, making Zana beam as well.

"Come on!" the Doctor shouted. "K9, hold them back!

"Affirmative, master. Maximum defense mode!"

The Doctor rushed out of the cafeteria, and again grabbed Zana's hand as K9 started firing his laser. Under any other circumstance, Zana might say something about it, but right now, she was glad. She was honestly a bit frightened by the Krillitanes, and she couldn't even begin to explain the feeling she got when he was near. She felt safe...protected, and she was thankful for that.

"How do we stop them?" Zana breathed once they ended up in the physics room.

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

"Barrels of it," she answered quickly.

Zana let out a shout and jumped away from the door as the Krillitanes started basing against it, "We need to leave! Quickly!"

"Okay, we need to get to the kitchens," the Doctor said, "Mickey-"

"What now, hold the coats?" Mickey asked sarcastically.

"Get all the children unplugged and out of the school. Now then, bats, bats, bats. How do we fight bats?"

Kenny rolled his eyes and elbowed the fire alarms, successfully stopping the Krillitanes' attempts to get into the classroom. The Doctor laughed and dashed out of the room, leaving everyone to follow him.

"Master!" K9 greeted them as they made it back into the cafeteria.

"Come on, boy. Good boy!" the Doctor rushed past him, into the kitchen. Zana watched as he tried to sonic the barrels of oil, but nothing was happening. "They've been deadlock sealed. Finch must've done that. I can't open them.

"The vats would not withstand a direct hit from my laser, but my batteries are failing," K9 informed.

The Doctor nodded, "Right. Everyone out the back door. K9, stay with me."

Zana and Rose immediately took off, and they were outside of the school in record time.

"Is it always like this?" Zana breathed, making Rose laugh.

"Oh, you love it!" Rose smiled as the students rushed out of the school. Mickey was close behind, making sure everyone had gotten out.

"You did it!" Zana smiled widely at him, making him grin.

"Course I did," he chuckled.

Just as the Doctor and Sarah Jane ran to join the group, the school exploded with a loud boom. Zana laughed and pulled Mickey and Rose into a hug as all the students started cheering Kenny's name. Oh, she's always wanted to see that!

"That was amazing!" Rose laughed. "Woo!"

"I'm sorry..." Zana could faintly hear the Doctor say and turned to see him holding Sarah Jane close to his chest. Zana's happy mood instantly fell when she realized that K9 was nowhere in sight.

"It's all right. He was just a daft metal dog. It's fine, really," Sarah started crying, and Zana looked down, sympathy flooding over her.

Everything was silent in the TARDIS.

The Doctor had wandered off almost as soon as they stepped foot inside his spaceship, saying he had some important task he had to tend to, and Rose and Mickey had gone to sleep hours ago. So, Zana was sitting on the captain's chair, listening to the sounds of this old box. She found rather early on that she enjoyed the humming of the ancient ship. It calmed her nerves, which always seem to be on edge every time she was here, but now...everything was perfect, it seemed. No monsters, no running, nothing. And surprisingly, Zana was okay with that. One adventure a day was good enough for her.

"You're still awake, Zana?" the Doctor's voice echoed through the console room as he walked in.

"Yeah I am," she nodded, watching him as he opened a section of the grated-floor.

"Why's that? Something on your mind?" he started tossing things over his shoulder. A smile formed on Zana's lips as she looked on, amused.

"Uh, yeah, I suppose you can say that," she chuckled. "That, and I don't have any place to sleep."

"Right...I'll have to fix that," he nodded before pulling out a small, machine-looking thing. "Ah-ha! Found it!"

"What is it?" Zana asked, curious.

"Nothing important. Just was wondering if I still had it," he stood up and shoved it in his pockets. "Now, didn't I promise you the stars, Zana Kline?"

Zana stood up, "Why? Do you plan on giving them to me?"

"Oh yes," he gave her a wide smile. She barely had time to grab onto the console as he yanked down on a lever, making the whole TARDIS jolt. Excitement bubbled up in Zana, and she couldn't help but laugh as she watched the Time Lord rush around the console, flipping switches and pushing buttons, and even hitting the poor thing with a hammer a few times!

"Whoa!" Zana fell to the ground when the ship came to a sudden halt.

The Doctor held out a hand and helped her up before pulling her towards the doors. "Remember when I said the stars were more beautiful up close?"

"Yeah," she smiled at him.

"Well," he opened the doors and Zana gasped at the sight before her. "Here they are."

"Oh my...wow..." she breathed as the Doctor sat down, dangling his legs out of the TARDIS. "This is gorgeous, Doctor!"

"It is, isn't it?" he smiled.

Zana carefully sat down beside him, not wanting to fall out of the floating box, "What's the name of that star? I mean, do you know?"

"Alpha Centauri," he informed, taking his gaze off the star to look at her instead.

"Closest star to Earth besides the sun, I do believe," Zana looked at him as well. "It's amazing. Thank you."

"Anytime."

Zana studied him a moment, "Tell me about yourself, Doctor."

"Not much to tell, really," he shrugged.

"Everyone's got a story, Doctor, no matter how much they wish they didn't," she nudged his shoulder. "So go on, then."

"I'll tell you what," he gave her a soft smile. "I'll tell you mine if you tell me yours."

"Deal."

"You first."

"Okay then," Zana chuckled. "I grew up in London, with my parents. They're just average people. My mum works at H.C Clements, and my dad is in the military." She shook her head, "I had a rather mundane childhood...no siblings to keep me company, no friends either. I spent most of my time studying."

"For what?"

"College. My parents think it best that I get into Oxford."

"Good school," he nodded.

"Very good school," she corrected. "But the thing is...I don't want that, Doctor. I don't want to spend my life behind a desk like my parents. I've seen how stressed they always are, and every time I hear them complaining about their jobs, it makes me wonder how they could possibly want their daughter to follow in their footsteps."

"Humans," he seemed amused as he spoke.

"All my life...all I've ever wanted was to explore the world. I want to see Stonehenge and America and Egypt and everything, really."

"I can take you anywhere you want to go," the Doctor told her. "Or any when!"

She laughed softly, "I can't wait."

"Me either," he admitted. "It's always nice to have someone new onboard the TARDIS."

"Your turn," she chuckled. "I wanna get to know you, Doctor."

"Well, I'm a Time Lord. I'm from the planet Gallifrey in the constellation of Kasterborous, I am 901 years old and I...well, I'm the last of my kind," he looked out into space, seeming to avoid Zana's gaze.

She laid a hand over his, sorrow filling her, "It's okay..."

"It's not," his tone changed, from a happy one to one of anger. "There was a war...It was for complete control over the Universe...The Last Great Time War, and I ended it."

"Everything comes with a price," she said softly.

"They shouldn't have paid it."

Zana sighed, "This war was against your people and...?"

"The Daleks. The evilest beings the universe has able to produce."

"And...you ended them as well, yeah? Surely something good came out of something so tragic."

"I thought I did..." he sighed. "But Rose and I ran into some not too long ago."

"If they survived, surely some Time Lords did too?"

"No," he shook his head.

"How would you know?"

"I've looked. Everywhere. I've sent messages and signals, but no one has ever returned them."

"This is a time machine, yeah? Can't you just go back and stop it?"

"When I stopped the war, I used a Time Lock. I can't ever go back..." his voice broke.

"Doctor...I'm so sorry..."

"Not your fault."

"It doesn't have to be my fault to feel pity for you."

The Doctor looked down at their hands, which were still clasped together, and laced their fingers together. If Zana wasn't so caught up in the moment, maybe she would have realized that this was the first time she's ever actually held hands with someone, but that was the last thing on her mind. Right now she was more concerned with the well being of her new friend. She wanted him to feel better, but she hadn't the slightest idea of how to do that.

"You know, Zan..." he paused. "I can call you Zan, can't I?"

She gave him a warm smile, "I like that, yeah."

A ghost of a smile played at his lips, "You know...Rose is a great friend, she really is, but she's never asked about any of that."

"Perhaps she knows how delicate of a topic it is," Zana felt him squeeze her hand.

"Maybe...but still, it's sorta nice to talk about it...It's been years now, but it still haunts me every day. No matter how many people I save, it's never enough...and it never will be."

"It's not about trying to make up for what you've done, Doctor," she shook her head. "With that mindset, the guilt will eat you alive. No, it's about accepting it and moving on. Maybe there's nothing you can do about the people who've perished, but that's okay. Their lives were not taken in vain. You may have ended Gallifrey, but you saved the universe."

"Is that suppose to make me feel better?"

"A little, yeah."

He chuckled, "I don't think anything can make me feel better about it. It's a lost cause, Zana."

"That's okay. I'm always up for an adventure, and helping you become better will definitely be one I won't pass on."

It was hours before Zana finally decided that she needed to get at least a little rest before the next day. The Doctor led her down the corridor, and right across the hall from Rose Tyler's room, Zana noticed a door with her name etched into the wood.

"Wood on a spaceship," Zana chuckled. "I like it."

"It's the TARDIS telepathic circuits. She can see what you've got envisioned in your mind," the Doctor explained. "Apparently you wanted a wood door."

"Now that you mention it, it looks like my door at home..." Zana closed her eyes. She didn't want this room to look like her room back home. She wanted something new.

"Okay, now it's a metal door," the Doctor commented as Zana opened her eyes and grinned. It worked!

"Can I go inside?" she asked eagerly.

"It is your room," he chuckled, and without a second thought, she threw the door open and laughed. Oh, it was perfect! A nice bed, a lovely desk, which was covered with books, and plenty of maps scattered around the walls. Not just of Earth, oh no. She asked the TARDIS to surprise her with maps of all sorts of different planets.

"This is amazing!" she laughed, walking up to one of the maps and touching it. It changed instantly, to an animation of the planet the map was just showing her. "Wow...I love this!"

"New Earth," the Doctor informed, pulling a hand from his pocket and pressing a finger to the screen before them. "See? There's New New York."

"We've been there," Zana grinned excitedly as she looked over the picture of the city.

"Your first trip," he chuckled.

She threw her arms around his neck, "Thank you so much for this..."

"You're more than welcome," he returned the embrace. "Now, I really should be getting back to work. I've got a surprise for Sarah Jane."

"Sarah Jane..." Zana pulled away and yawned as she pondered the woman's name. "I swear, I know her from somewhere..."

"Sarah's a very special person," the Doctor smiled as he left her room. "Goodnight, Zana."

"Night, Doctor," she called as he closed her door.

Sarah Jane...why did Zana know her?

"Have a good sleep?" Mickey asked Zana as she made her way into the console room. She was very pleased to discover a wardrobe full of clothes and trainers, very similar to what she normally wears. Zana really did love this TARDIS.

"Best sleep I've had in ages if I'm honest," she smiled. "And you, Mr. Smith?"

"It was great," he chuckled.

"Morning, Zana!" Rose smiled widely as she walked into the room not long after Zana did.

"Good morning, Rose," she chuckled.

"You've redecorated!" Sarah Jane's voice made them all turn towards the doors to see her walking in, with the Doctor close behind.

"Do you like it?" the Doctor asked, closing the blue doors.

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

"I love it," Rose smiled widely.

"As do I," Zana agreed with a beam.

Sarah laughed, "Hey, you two what's forty-seven times three hundred and sixty-nine?"

"No idea," Rose replied while Zana simply shrugged. "It's gone now. The oil's faded."

"But you're still clever. The both of you. More than a match for him," she smiled at them.

"You and us both," Rose glanced at the Time Lord, "Doctor?"

The Doctor looked up from the console and smiled at the older woman, "Er, we're about to head off, but you could come with us."

Sarah looked between everyone, "No. I can't do this anymore. Besides, I've got a much bigger adventure ahead. Time I stopped waiting for you and found a life of my own."

"Can I come?" Mickey spoke up suddenly, making everyone turn to him. Sarah looked at him, confused. "No, not with you, I mean with you," he nodded at the Doctor. "Because I'm not the tin dog, and I want to see what's out there."

Zana noticed Rose mouth 'no' to the Doctor and frowned a bit. What was wrong with Mickey?

"Oh, go on, Doctor. Sarah Jane Smith, a Mickey Smith. You need a Smith on board!" Sarah encouraged.

"Okay then, I could do with a laugh," the Doctor smiled, making Mickey and Zana beam.

"Rose, is that okay?" Mickey asked her, noticing she didn't seem as happy.

"No, great. Why not?" the sarcasm was very evident in her voice, but everyone seemed to ignore it.

Zana rested a hand on Mickey's shoulder, "I'm glad you're coming with us, Mickey."

He smiled, "Me too."

"Well, I'd better go..." Sarah sighed before pulling Rose aside.

"What do I do? Do I stay with him?" Rose asked quietly, but Zana was just close enough to hear.

"Yes. Some things are worth getting your heart broken for," Sarah told her, pulling her into a hug. "Find me, if you need to, one day. Find me."

"Hello," Zana smiled softly as Sarah walked over to her.

"You're going to love this. The traveling, I mean," Sarah informed with a smile. "If you ever need me, give me a shout."

"Yes ma'am."

"And tell your father I said hello, yeah?"

Zana frowned and went to reply, but Sarah had already turned and walked out of the TARDIS, along with the Doctor.

"So where do you think we're goin' now?" Mickey asked Zana as she and Rose sat down on the captain's seat, deep in thought.

"No idea," she shook her head, trying to clear her mind. Surely it wasn't that big of a deal. "But hopefully it's someplace new..."

"And someplace awesome!" he grinned.

Zana decided not to comment on Rose's eye roll but instead decided to focus on the adventure ahead. Excitement flushed through her and a big smile found its way onto her face.

She was going to have a great day.

A/N: Bit of a Doctor/Zana moment...