AN: Goddamn, this one was a bit tough to write. Didn't expect it to take this long. Then again, that's what happens when you try to create a cover art and you're really bad at Photoshop. XD Anyway, hope you enjoy.


School Reunion

Deffry Vale High School, London
2007

To the headmaster's office he went. Each footstep echoing down the cream coloured stairwell as he moved, arriving at the right floor, a hallway painted green, and all the dull colours still irritated him. 6ft tall, with blue eyes and dark hair, which was starting to bald thanks to his receding hairline, is slicked back behind his large ears, showing off the somewhat built yet gaunt features of his face. Dressed in a slick black suit with a red tie, he held out his left hand, tapping his fingers against one another in a distant hum, trying to remember some Earth song that got stuck in his head, but failing to do so. Unlike his brothers and sisters, who much preferred their true skin compared to these thin Humans, Mr. Finch actually quite admired them and their intellect and their ambition. Until he came across those ones that he just abhorred, but even then, he still enjoyed them for his own reasons. For example, sitting in a chair by his office door, he saw a nine-year-old girl, black haired and dressed in the school uniform of a grey sweater over a white collared shirt and a red and white tie. He stared down at her for a few seconds in some irritation, wanting desperately to draw her into his office and devour her alive, but he instead waited. They couldn't draw THAT kind of attention to themselves after all they've achieved. "What do you want?" He asked.

"The nurse sent me, sir." She said, her voice bearing a tired and exhausted tone that gave him the urge to tilt his head to the side, but he restrained it. "I was in English and I got a headache."

He blinked in puzzlement. "Then don't bother me. Go home."

She shook her head. "I can't."

"Why? Is your mother at work?"

"I live in Ambrose Hall, the children's home."

That made him shiver in delight on the inside. He once again repressed an urge, this time to grin darkly. Never mind then. I CAN feast after all. "No parents." He summarised, not letting the girl in onto his inner thoughts. "No one to miss you." She looked down slightly in sadness and he adopted a respectfully gentle tone. "I see why the nurse sent you. You poor child. Poor…" He quickly glanced over her figure. Thin. Very thin but could be a decent meal regardless. "Thin child. Come inside." She followed him, standing up out of her chair and moving to the door. "Your headache came at an opportune time. It's nearly lunch." He said, and the girl beamed. He moved her inside and just before he closed the door, he quickly gazed outside down the hallway, giving a small smile as he saw no one there. Then, he closed the door and turned to the girl. "Besides, I never did specify the meal, did I?" He asked in a rhetoric, sinister tone and the girl blinked. Then, without warning, he lunged at her, grasping a hand over her mouth with the other on her shoulder to pin her against a wall in the lonely office before he let his body loosen. His skin turned dark and cragged, his teeth filed into sharp fangs, his bone's cracking as his body rearranged itself, spreading out large bat wings from his back. The morphic illusion melted away, revealing his true form as his clawed hands kept their grasp over the horrified girl. "No one to miss you." He repeated darkly with a growling, animalistic voice and then, he unhinged his jaw and dived in, the girl's screams of torment muffled by his own quickly reddening hand.


The school bell had rung, and the students hurriedly rushed from their well-earned lunch break and towards their classes. In one science class, all the loud and chattering kids piled in, taking their desired places at the long desks. Then, two pairs of footsteps entered and the door to the class closed without warning, indicating for the students to sit down in their chairs, quickly hushing each other into silence. Standing at the front of the room was the Doctor, wearing his "Brainy Specs" as he placed a large brown bag on the front desk. Clara took a seat in another desk at the side of the room, dressed back in her "Teacher Outfit", already feeling comfortable again in her grey sweater and black jeans.

"Good morning, class. Are we sitting comfortably?" He took their awaiting silence as confirmation. "Good." He then picked up a red marker and wrote "PHYSICS" on the whiteboard. "So…physics. Physics, eh?" He tossed the pen back on the desk, earning a few puzzled looks as he strode to stand in front of it. "Ph-h-ysics." He rolled the word about as he leaned back on the desk. "Phy-y-y-y-y-sics. Physics!" He tried gleefully. "Physics." He tried seriously. "Physics, physics, physics, physics, physics, physics, physics!" He rambled. He saw Clara biting her lip to contain her giggling and he quickly winked at her. The kids raised their eyebrows at him for a moment. "I hope one of you is getting all this down." He cleared his throat, properly gaining their attention. "Okay, let's see what you know. Two identical strips of Nylon are charged with static electricity and hung from a string, so they can swing freely. What would happen if they were brought near each other?" One brown-haired boy with glasses at the right end of the nearest table raised his hand. "Yes, uh, what's your name?"

"Milo."

"Off you go, Milo."

"They'd repel each other because they have the same charge."

"Correctamundo!" The Doctor complimented. The students watched as he and Clara scrunched their faces in unison. "That is a word I've never used before and hopefully never will again." He grumbled before returning to his cheerful attitude. "Next one: I coil up a thin piece of Nichrome wire and place it in a glass of water. Then, I turn on the electricity and measure to see if the water temperature is affected. My question is this: How do I measure the electrical power going into the coil?" Milo raised his hand again but no one else did. "Anyone else want to take a crack at it?" He asked politely. The students looked at each other in confusion so he inwardly sighed. "Okay, Milo, go for it."

"Measure the current and P.D using an ammeter and a voltmeter."

He exchanged a quick look with Clara, who nodded in understanding, so he leant back against the desk with his arms crossed. "Two to Milo. Right then, Milo, tell me this, true or false: The greater the dampening on a system, the quicker it loses energy to its surroundings."

"False."

"What is non-coding DNA?"

"DNA that doesn't code for a protein." The students started to look at Milo in wide eyed shock.

"65,983 times 5?"

"329,915."

"How do you travel faster than light?"

"By opening a quantum tunnel with an FTL factor of 36.7 recurring."

The Doctor held back his urge to blink, instead taking a small breath. He looked over at Clara, seeing her shake her head at him, holding a hand discreetly out of sight. Then, he let his gaze go distant, the room becoming a blur. "First, slow down." He entered the storm room in his mind, standing at the console of the TARDIS. Clara was also there but had her back to him as she stood in front of a blackboard. The monitor showed what was truly happening in his own vision, but to him, it was going at such a slow speed, it could've been mistaken for a paused video. "Second, lock the door." The Doctor pressed a small black switch, bolting the TARDIS doors shut. Then, he turned to look at Clara. "Looks like Mickey was right, Clara. There is something strange going on here." Clara, of course, didn't reply as this was only a figment of his imagination. Nevertheless, he started to pace around the console. "So, let's break this down. All of those kids never, not even once reacted to anything I said, other than a begrudging, "Well, I guess I have to look like I'm paying attention", like so many kids always act in school. But Milo, he didn't just answer those questions perfectly, he timed his reaction right down to when I finished asking the question, as if he knew every word I was going to say in advance."

The Doctor turned as the sound of Clara scribbling on the board with a piece of white chalk. Her message read, "Question one: What changed that boy to make him become so intelligent?".

The Doctor scoffed. "Well, that's easy. He could've been replaced by-"

Clara scribbled again, her new message reading, "Shut up and think".

The Doctor blinked, contemplating deep for a few moments before his eyes widened and he nodded. He clicked both fingers and re-entered the memory of the moment. "Rewind." He ordered, watching the moment go back for three seconds. "Stop." Everything in the memory was as it was, but everyone was completely still, including a past version of himself, all feeling like a dream, surreal yet serene. "Blimey, now I really know how Sherlock feels." He muttered to himself before he moved over to Clara, hearing, muffled by her own hand, an activated sonic. He followed the central point of her clenched fist, looking back up at Milo and he understood, dissolving his memory. "You were scanning him to see if he was an alien in disguise, but he's just Human, isn't he?"

His answer was Clara scribbling another message: "Question two: What was the cause of the change?"

The Doctor squinted his eyes for a few moments. "Most likely, it would've been something given to him. Maybe by the school itself. But what would they be giving him? Would they be giving it to the other students?"

Clara scribbled down one last message: "Question three: What do they stand to gain from this?"

At that, he unlocked the doors and left the room, returning to his conscious state, were only a mere three seconds had passed, everyone staring at him in puzzlement. Well, let's see if their lunch time provides the answer.


The Doctor and Clara waited in line as their lunch trays were filled by the cafeteria staff, complete with chicken, chips, steamed corn, and gravy sauce. One of the staff members was Rose, who glared daggers at them, making them smirk cheekily at her before they walked to sit alone at one of the many tables.

"Doctor, what was that?" Clara asked as they started eating at the food.

"What do you mean?' The Doctor blinked in ignorance.

"After Milo finished answering your questions, you just went blank for a few seconds. What was going on in that head?" Clara asked with scrutinizing eyes.

He motioned her to lean in. "I was inside my storm room." She blinked at that and he sighed. "It's a bit like a mind palace, off that Sherlock thing." That made her nod slowly in understanding. "I was trying to theorize that if the kid wasn't Human, which you confirmed by the way."

Clara cocked an eyebrow. "You were paying attention?"

He huffed. "Of course I did. Anyway, if these kids are all Human, then they must have been given something by this school to make them smart." He saw her go to make a smart, quippy comment. "Other than classes." She bit her lip to hold back a snort. "Besides, if the kids are made to be much smarter than so many people on this planet, then what is their goal? What're they hoping to achieve?"

Clara gave him a soft look. "You figured all that out in three seconds?"

He nodded. "Yeah." Her look started to radiate adoration and he smiled warmly. "Come here." He motioned, and she moved her chair over to sit beside him and he drew her into a loose hug. They both stopped eating the chips with blinking eyes.

"Doctor, what's in these?" She asked, holding one up for him to see.

"I don't know." He quickly pulled out his sonic and scanned the chips before anyone else could see the device, putting it away with a small huff. "Reading undetectable, but there is definitely something on these."

Clara looked at him with puzzled eyes. "So, in basic words, they're being fed intelligence?"

He shrugged. "Pretty much, yeah."

Rose walked over to them, making them gaze at her. "Good thing I caught you two in a cute moment and not in an irritating one." She quipped dryly.

The Doctor quickly shot Clara a playful look. "Sorry, could you just…" He pointed to a small spot on the table. "There's just a bit of gravy there."

Rose rolled her eyes, moving to sit down opposite them. "Two days we've been here." She groaned.

"Blame Mickey. He's the one who put us onto this." Clara retorted.

"And he was right." The Doctor inputted. "Boy in class this morning, got knowledge way beyond planet Earth, at least in this time."

"Are you eating those chips?" Rose asked the pair.

"Nah." They said in unison as Rose picked one up and stuffed it into her mouth.

"They're just a bit…umm…" Clara thought for a moment.

"Off? Weird?" The Doctor offered.

"Let's go with off." He nodded in agreement. "They're a bit off."

Rose shook her head with a blissful look as she swallowed the chip down. "I think they're gorgeous. Wish I had school dinners like this."

"It's a bit well behaved, this place." The Doctor perked up with furrowed eyebrows. "I thought they'd be all happy-slapping hoodies. Happy-slapping hoodies with ASBOs. Happy-slapping hoodies with ASBOs and ringtones, yeah?" He looked between the two, earning a puzzled look from Rose and a dull look from Clara. "Oh, come on, don't tell me I don't fit in."

Clara raised her eyebrows at him. "As your observer and certified teacher, you've got a long way to go before you can properly teach."

His face fell at that. "Aww, Clara." He whined, and they giggled at him.

At that, a brunette dinner lady, Mrs. Jackson, walked up to them with an ice-cold scowl, practically glaring daggers at Rose. "You are not permitted to leave your station during a sitting."

Rose stood up with her hands raised defensively. "I was just talking to these teachers."

"Hello." They said in unison.

"They don't like the chips." Rose explained.

Jackson clenched her jaw at them. "The menu has been specifically designed by the headmaster to improve concentration and performance. Now, get back to work." She walked away, earning a roll of the eyes from Rose.

"See? This is me." Rose motioned to herself. "Dinner lady." She grumbled as she walked away.

"I'll have a soufflé." Clara called. "And he'll have the crumble."

Rose shook her head, knowing that they were smirking like mad at her. "I'm so going to kill you two."

The Doctor and Clara leaned back into their seats, Clara placing her head back into his chest as they gazed around the room. Then, she felt him tapping her on the shoulder gently. "Clara, look up." He said simply. She gazed up with him to see Finch looking down from a balcony on the second floor. Finch was gazing about the room with a scrutinizing eye, which eventually fell and steeled onto another teacher, a dark-skinned man in a blue and black suit, who walked into the cafeteria and straight up to a nearby table.

The man leaned onto the table over the shoulders of the kids, one of them being a young brunette girl with braces. "Melissa, you'll be joining my class for the next period. Milo's failed me, so it's time we moved you up to the top class."

Melissa nodded with a small smile. "Yes, Mr. Wagner." He nodded at her in silent approval before turning to leave the room.

THAT made them squint their eyes at the back of Wagner's head as he walked away. "But Milo was really good." Clara said.

"Looks like they're hoping for better." They looked back up at Finch, seeing his gaze follow Wagner until he was out of sight, then he resumed his monitor of the room. He gazed around, every so often clenching his jaw or relaxing his shoulders, and sometimes gave a few small cocking of his eyebrows. Clara tugged the Doctor's suit, so he could lean his ear down. "I'm getting a creepy Charles Magnussen vibe from him."

He nodded. "But I'm sure he doesn't have a Danish accent."

She shrugged slightly, leaning back into his hug. "Shame."


Rose stood silently in the cramped school kitchen absentmindedly cleaning a few washed cooking wares, right down to the last oven tray as a group of four dinner ladies led by Jackson entered the room. They, to Rose's intrigued puzzlement, were escorting what looked like a large toxin barrel on a barred trolley. Even the dinner ladies themselves were covered head to toe in protective wear, including eye goggles, gas masks, disposable body suits and large grey gloves.

"Careful." Jackson reprimanded; her voice slightly muffled by the gas mask. "Keep it steady. Don't spill a drop." The eyes of the other dinner ladies looked highly nervous, which made Rose even more puzzled. One of them miss timed their step, making the barrel rattle in its confines. "I said: Keep it steady." She growled lowly and they resumed their highly cautious walk. "Careful. That's it. Easy now. Steady." Rose's phone went off in her pocket and she immediately answered, knowing that it was Mickey. Still watching as she placed her phone to her ear, they moved the barrel into place in a small storage cupboard before they took the empty trolley away. "Right, second barrel. Quickly now."

"What've you got?" Rose whispered.

"Confirmation. I just got into army records. Three months ago, massive UFO activity. They logged over forty sightings, lights in the sky, all of that." She heard a few more clicks of computer keys followed by a failed prompt message and a groan from Mickey. "I can't get any photos, cause then it gets all classified and secret. Keeps locking me out."

"Tell you what though, three months ago, it turns out all the kitchen staff were replaced…and this lot are weird."

"See? There's definitely something going on. I was right to call you home."

Rose cocked an eyebrow. "Are you sure there wasn't anything else?"

Mickey stammered a bit. "N-No. Did you think I'd just invent an emergency?"

Rose smirked. "You wanted to ask if you could come with us, did you?"

Mickey scoffed slightly. "That's the last thing I'd do."

Rose muttered "As if" under her breath. Before she could carry on, the ladies suddenly tripped and knocked the barrel over, one of them was trapped under the spilled yellow liquid. Yet, as it spilled onto her, she started to steam and burn, all the while screaming in pain and agony. "I've got to go." Rose quickly said into her phone before she hanged up. The ladies and Jackson hauled the screaming girl to her feet and pulled her into the storage cupboard, then Jackson lowered the blinds to the room. Rose quickly went to dial for an ambulance, but Jackson came back out, taking off her goggles and mask.

"What are you doing?" She asked.

"Calling an ambulance." Rose said obviously, but her voice was full of worry.

"No need. She's quite all right." Jackson said. Her eyes closed with a small groan as a large puff of smoke suddenly emerged from the room and the girl screamed again, accompanied with the sounds of kitchen cutlery and cookware crashing to the floor. "It's fine." Jackson said quickly as Rose was about to talk. "She does that." Jackson then went back into the room and closed the door, leaving Rose completely bewildered at her behaviour.


Finch stood waiting eagerly at the front entrance of the school for his new visitor. After everything they've achieved and all they've done so very well to hide from the public, excellent publicity is what they need to propel them even closer to their goal. And right now, it was coming into their hands so effortlessly. A brunette woman, hair brushed back to frame her head, dressed in a brown tweed dress, carrying a dark green bag, and wearing heels was here to write a profile on him and his achievements at the school for something called "The Sunday Times", not that he could figure out what that was. Still, he held out a hand with a smile and she reciprocated, shaking his own. "Miss Sarah Jane Smith is it?" He asked.

"Yes. And you must be Mr. Finch?" Sarah Jane returned.

"That I am. Please, let me show you around." Sarah Jane nodded and followed him into the school.

"I must say, the transformation you've brought about to this school is amazing." Sarah Jane complimented, and he smiled with a perfectly practiced, small blush.

"Well, when I was brought into this school, I saw a remarkable potential that just wasn't being brought to fruition in its students here. So, we've done a lot of changes here including a frequent but monitored use of our computer systems. Me and my fellow staff noticed that while it helped the students immensely, it also distracted them a lot from their most important studies. It's just one of the many corner stones of our work here."

Sarah Jane nodded. "I completely agree. Computers and the internet can help students tremendously as long as it's used right."

"Yes, indeed. But my improvements aren't confined to the classroom. We introduced a new policy: School dinners are absolutely free but compulsory. Oh, please do try the chips." He offered quickly.

"Oh, I'd love to, thank you. I will say, there could be something to be said about working the children a little bit too hard now and then, but I think satisfactory results are more important than anything."

"Exactly. You're a woman of vision, Miss Smith." Sarah Jane nodded. He didn't realise the fact all of her compliments were putting him off from realising that it actually wasn't honest. In fact, when he wasn't looking, Sarah Jane was scrutinizing every part of the school. Oh, Mr. Finch, I can see everything very clearly. She however resumed her front and continued to follow him. "Oh but please, let me introduce you to my staff first. They're not just completely reliable and trustworthy, but they are marvellous at their job and they know exactly what the school needs to improve at every turn." Mr. Finch added.


The Doctor and Clara sat in the teacher's room, both holding cups of tea and chewing politely on a few biscuits they had brought with them from the TARDIS, just to avoid eating anymore of those off-putting chips. They were talking to the history teacher, Mr. Parsons, a balding man with a moustache and dressed in a light brown suit and nursing a cup of coffee.

"Yesterday, I had a twelve-year-old girl give me the exact height of the walls of Troy in cubits."

"And it's ever since the new headmaster arrived?" Clara concluded.

"Finch arrived three months ago. Next day, half the staff got flu. He replaced them with that lot." He said, nodding to a few other staff members in black suits. "Well, except with the teacher you two replaced and that was just plain weird, her winning the lottery like that."

The Doctor shrugged. "How's that weird?"

"She never played. Said the ticket was posted through her door at midnight. I mean, I know you're a student teacher and all, but by god, somethings are just off putting here." He mused as he walked away.

Clara shot the Doctor a cocked eyebrow, while he tried his best not to smirk madly. "It's a strange and funny old world, isn't it?" He asked.

Clara nodded. "That it is." She then leant in and pinched his side, making him jump a bit.

"Oww. What was that for?" He whined under his breath.

Clara gazed distantly for a moment before she shrugged. "Don't know. I just felt like doing it."

"Oi." She giggled at his sullen face.

"Oh relax. It's not like it hurt that much."

"It hurt a bit." He grumbled, and she just smirked at him.

"Excuse me, colleagues, could I please have a moment of your time?" Finch asked as he walked into the room with Sarah Jane. "May I introduce Miss Sarah Jane Smith?" The teacher's stood up to greet her, while the Doctor and Clara shot each other wide eyed looks, trying to contain their glee.

"That's her?" Clara whispered.

"That it is." The Doctor nodded hastily.

"Miss Smith is a journalist who'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. Oh and, don't spare my blushes." He quickly winked, making them chuckle while the Doctor and Clara simply beamed.

Sarah Jane walked over to them first, also smiling. "Hello. Sarah Jane Smith."

"Clara Oswald." Clara quickly shook her hand.

Sarah Jane gazed at the Doctor, who stared a bit dumbly at her, making her blink in confusion. "And you are?"

He stuttered for a moment. "Sorry, uh…Smith. John Smith."

"John Smith?" Sarah Jane repeated with raised eyebrows. Then her gaze went nostalgic for a few moments. "I used to have a friend who sometimes went by that name."

The Doctor shrugged. "Well, it's a very common name."

"He was a very uncommon man." At that, she melted her nostalgic expression and returned her smile. "Anyway, nice to meet you." She held out her hand.

The Doctor shook it, his expression now beaming again. "Yes, nice to meet you."

"So, um…have you two worked here long?"

"No, it's only our second day." Clara answered.

Sarah Jane nodded. "Oh, you two new then?"

They nodded. "He needed a place to learn how to teach." Clara indicated to the Doctor.

"You're a student teacher?" She asked him.

"Yeah."

"And how is it?"

He shrugged. "I could be doing better."

Clara huffed. "Tell me about it. Spends about half a minute at the start of class rambling to himself on the separate ways he can say the word "Physics"."

Sarah Jane snorted. "Well, he's got a long way to go, hasn't he?"

"I'm right here." The Doctor whined, and they laughed at him.

Sarah Jane cleared her throat a bit when they calmed down, to his relief. "So, what'd you think of this school? I mean, this new curriculum, so many children getting ill, doesn't that strike you as odd?"

Clara slyly cocked an eyebrow. "You don't sound like someone just doing a profile."

Sarah Jane gave a small smirk. "Well, no harm in doing a little investigation while I'm here."

"No, good on you." Clara complimented. Sarah Jane smiled, giving them a wave as she walked away.

The Doctor giggled with glee beside her. "Oh, good for you, Sarah Jane Smith."

Clara smiled sweetly beside him. "Oh, it was lovely meeting her."

"Yeah? I told you Clara, I only take the best, and Sarah Jane was one of the best." Clara nodded, and he blinked a bit at her. "You-You're not going to harass me for leaving her behind, are you?"

She gave him a sad look at that. "Doctor, you know it wasn't your fault, and it wasn't hers either. Just remember, if we meet her again properly, you need to explain it to her, okay?"

The Doctor gazed at her and took her face in his hands. He could see in her eyes a lingering sorrow that she was restraining down. "Clara, what's wrong?" She quickly blinked away the sadness, bringing on a blank face.

"It's nothing."

"Clara, whatever it is, please don't lock me out."

"It's nothing." She repeated.

He sighed, moving to place a kiss on her forehead but she stepped back, looking down at the floor to avoid his hurt gaze. "Okay." He muttered sadly. "Just say it when you're ready." He reassured, but it helped neither of them. At that, the school bell rang, and the teachers started to move out of the room, already the thundering noise of rushing students could be heard outside. "Looks like we'll have to continue this investigation later on, eh?" He muttered, and she nodded.

Midnight

The school was now dead silent, lit only by the moonlight amongst the darkness of the void and nary a soul was to be heard from within. The TARDIS group walked slowly and cautiously back up to the school, Rose now dressed in her normal attire of jeans, hoodie, and yellow shirt. Mickey also accompanied them, wearing a similar style to Rose, except his shirt was blue and he swapped a hoodie for a jacket. The Doctor took out his sonic and unlocked one of the back doors into the school. They entered, Rose getting small shivers at the silence within.

"Oh, it's weird seeing school at night. It just feels wrong. Did you know, when I was a kid, I used to think all the teachers slept in the school?"

Clara smirked lightly. "As a fellow teacher, I refute that statement."

"By the way, where's the TARDIS?"

"A storage closet in the gym." The Doctor answered. "All right then, team." The Doctor said before wincing. "Oh, I hate people who say "Team". Um…gang. Um…comrades. Uhhhhh…"

"Doctor." Clara interrupted.

"Right. Sorry. Um…Rose, go to the kitchen and get a sample of that oil. Mickey, the new and weird staff are all maths teachers. Go and check out the maths department. Clara, you, and I are going to look in Finch's office. Meet back here in ten minutes or if something goes wrong." They quickly nodded, the Doctor and Clara walked away and up the stairs.

"You going to be all right?" Rose asked Mickey.

"Me? *Scoffs* Please! Infiltration and investigation? I'm an expert at this." Mickey walked away through a nearby door, and Rose stood smirking to herself.

3, 2, 1.

Right on cue, Mickey came back with a sheepish face. "Where's the maths department?"

Rose pointed to another door. "Down there, turn left and through the fire doors on the right."

"Thank you." And with that, Mickey walked away, Rose cocking an eyebrow before moving in the direction of the kitchens.


The Doctor and Clara, hand in hand, walked silently along the hallways of the school, keeping their eyes peeled around every corner for any sign of the new teachers. "I don't like this." Clara whispered. "All this silence. It feels like a segment in a horror game right now."

The Doctor gave a small smirk. "Don't play "Outlast 2" then."

"Outlast what?"

The Doctor smiled. "Spoilers."

Clara squinted her eyes. "Why're you smiling?"

The Doctor cocked one eyebrow at her. "Do I have to remind you how you wanted a warm, tight hug after you saw Mantis?"

"How could I not?" She defended with a squeak. "He's creepy!"

He held his hand over his mouth to muffle his voice. "Hmm…you have not saved often. You are somewhat reckless."

"Stop it." She warned.

"Put your controller on the floor. Put it down as flat as you can." He continued.

"Stop it." She warned again. "Aren't we supposed to be-"

Without warning, a loud screech rang through the hallway, making them jump in fright, unconsciously coming closer to each other. Following that was a loud flapping like a pair of wings fluttering about outside the school. "Blimey." The Doctor breathed but before he could continue, they both saw a shadow moving at the very end of the hallway, away from Finch's office. They both shot each other a look.

"Was that Sarah Jane?" Clara asked.

"I think it could've been." The Doctor answered. Clara responded by squeezing his hand tighter. "Clara?" He whispered, turning his gaze to her.

"You're going to follow her, I know." She said bluntly despite her soft tone. "Just remember, don't leave her in the dark on why you didn't go back, okay?"

"Yes boss." He said, but his thankful gaze was rather a mask. What is it that you're not telling me, Clara? They followed the shadow of Sarah Jane, which moved quickly through the school hallways, leading them to the direction of the school gym. Moving through, they saw Sarah Jane, now dressed in a leather jacket, pink shirt, and blue jeans, slide her way inside the closet where the TARDIS was located, so they walked up to it quietly as Sarah Jane slowly backed outside of the closet, keeping her gaze fixed upon it. Then, she froze up, breathing out a few small huffs as she turned slowly around. Her gaze went wide in shock as she looked at the duo in front of her. "Hello, Sarah Jane." The Doctor said.

Her gaze turned into soft relief and joy at his words. "It's you. Oh my god, Doctor, it is you, isn't it?" He nodded at her. "You've regenerated, obviously." She said.

"Well…half a dozen times since we last met."

"But you look…incredible." She beamed.

"So do you."

Sarah Jane rolled her eyes a bit. "Mmmph. I got old."

"No." Clara inputted. "You look good."

She glanced down shyly. "Thank you." She muttered. Then, her gaze went scrutinizing for a moment. "What're you doing here?"

They shrugged, and he answered. "Well…a UFO sighting, a school gets record results, I couldn't resist. What about you?"

She smiled. "Same." They both chuckled at that for a moment before her eyes closed and they could tell she was holding back a few tears. "Where did you go? I thought you died! I waited for you and you didn't come back." Sarah Jane sniffed.

"I lived, but everyone else died." The Doctor said grimly.

She blinked. "What do you mean?"

He struggled to find an answer for a moment, so Clara placed a hand on his shoulder, and he gave her a soft smile before turning his gaze back to Sarah Jane. "There was a war, Sarah."

"War? What war?"

"There was a war, back on Gallifrey, and everyone died. Except for me."

Sarah Jane's expression turned into sadness and pity at that. "I'm sorry."

"It's not your fault." He said gently.

Sarah Jane figured it out through the lines and through Clara's soft gaze. "It still hurts, doesn't it?"

He nodded. "Yes, it does."

Sarah Jane turned her gaze to Clara. "And you helped him?"

Clara blinked a bit at that. "It's a bit complicated, but yeah, I did."

Sarah Jane nodded, her face going through a range of emotions. First, she gave a warm smile to Clara, a sad one to the Doctor, then her eyes closed as she breathed in and out for a few moments, and then she went to calm. "I just can't believe that it's you." Before she could continue, they heard the sound of Mickey squealing and shrieking in terror, which drew their attention to the gym door. "Okay, never mind! Now I can!" Sarah Jane quipped, and they laughed, racing to the door. Moving right through the school's many hallways and rooms, they came back to the intersection they started from, almost bumping into Rose.

"Did you hear that?" Rose asked then her eyes fell on Sarah Jane. She blinked in confusion for a few seconds before shaking her head. "Sorry, uh…who are you?"

Sarah Jane stared at her for a few moments trying to catch her breath before she too blinked and shook her head. "Sorry." She held out her hand. "Sarah Jane Smith."

Rose shook it, still showing her confusion. "Rose. Rose Tyler."

They let go of their hands, staring around a bit in awkwardness, which made the Doctor and Clara shoot each other furrowed eyebrows. "Well…" Sarah Jane thought, trying to produce something to alleviate the tension. "You can tell he's getting older when his friends are getting younger. Trying to keep up with everything."

"He's getting older because he's older!" Clara snapped, taking them by surprise and Sarah Jane looked guilty at that.

"I'm sorry, I didn't mean-"

"I know what you meant!" Clara growled, and she walked away. Sarah Jane moved to follow but the Doctor put a hand on her shoulder.

"It's not you." He said simply with a sad look. Both Rose and Sarah Jane blinked at his sudden change in behaviour.

"Doctor, what's wrong with Clara?" Rose asked. The Doctor said nothing and moved down the hallway, Rose and Sarah Jane quickly moving to keep up. They caught up with a silent Clara as they moved into the maths department, seeing Mickey standing in a lit cupboard, with bagged dead rats strewn all over the floor around him.

"Sorry." Mickey quickly said as he panted. "It was only me." The Doctor blinked at him, moving to kneel on the floor, picking up and inspecting the rats. "You told me to investigate, so uh…I started looking through some of these cupboards and all these fell out onto me."

"Oh my god." Rose breathed. "They're rats. Dozens of rats. Vacuum packed rats."

"And you decided to scream?" The Doctor stood up with a quip, hopefully to get Clara to smile again.

Mickey threw out his arms defensively. "It took me by surprise."

"Like a little girl?" The Doctor tried again, and to his relief, Clara smiled a bit.

"It was dark. I was covered in rats." Mickey excused.

"9, maybe 10 years old. I'm seeing pigtails and a frilly skirt." The Doctor continued, and Clara started giggling at his words and Mickey's frightened face.

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

"Maybe." The Doctor said, his expression now back to serious.

"They could just be used for biology lessons." Sarah Jane offered, and Rose shrugged a bit. The Doctor turned to Clara, seeing her own face furrowed in contemplation.

"Clara?" The Doctor asked, and they all turned their attention to Clara.

"Could they…" She trailed off with a shake of her head.

"Clara?" The Doctor tried again, grasping her hands in his.

She gazed up at him as he did, still with a gaze of contemplation. "Maybe…are they…um…food?"

He smiled. "Come here." He drew her into a soft hug, and she relaxed. "How far deep were you in that head of yours?" He quipped lightly.

"A bit too deep. Sorry." She muttered.

"It's all right, Clara." They parted from the hug, but he still grasped her hand. "Anyway, all of this started when Mr. Finch arrived, so we should go and check his office. Come on." He led them out of the room and down through the hallways, Rose moving up alongside Sarah Jane as they did.

"I kept forgetting to ask, but who are you? At least…you know…" Rose trailed off, but Sarah Jane picked up on it.

"I used to travel with the Doctor." Sarah Jane answered.

Rose blinked at that. "Huh. Sorry to say, but he never mentioned you."

Sarah Jane's face fell at that. "What? Not even once?" Rose nodded apologetically. "He didn't mention me once?"

"Did he mention her to you, Clara?" Rose asked.

"No. The TARDIS did." Rose and Sarah Jane blinked at that while the Doctor groaned.

"Oh, Clara." He whined. "Why do you always have to take the TARDIS' side on everything?"

"Because, frankly, you are a horrible pilot." Clara quipped dryly. Then, to his horror, she smirked darkly. "Sarah Jane was he a horrible pilot when you knew him?"

Sarah Jane scoffed. "I trust you've seen him first-hand; I don't need to remind you." They both shared a laugh at that while the Doctor flinched.

Mickey laughed at his expression. "Oh-ho, mate!" He grasped the Doctor's shoulders from behind. "The missus and the ex…and they're getting along. Welcome to every man's Hell on Earth."

"Oh, I'm sure it won't be that bad. Right, Doctor?" Clara asked but the Doctor just looked at her like a terrified kid. "Doctor?"

"Yeah." He squeaked. "Yeah, it-it'll be fine." He then proceeded to quickly move away from a devilishly smirking Clara. "Sure, it-it'll be fine." He stammered again before clearing his throat. Moving through the corridors, they came back to Finch's office and the Doctor pulled out his sonic, unlocked the door and slowly nudged it open. Within, suspended upside down from the ceiling, was thirteen large bats. Their bodies were lanky, their skin stretching tight across their own flesh with their large, veined wings curled up behind their backs. Their arms were wrapped around their elongated heads, curling their three fingered, clawed hands together in tight fists, growling low in their throats as they slept. "Rose…you know how you used to think all the teachers slept in the school? Well…" He opened the door, letting the group behind him see the thirteen bats, "they do." He finished, and their eyes widened at the sight before them.

"No way!" Mickey freaked in a hushed tone before he moved quickly away from the door and down the corridors again. Sarah Jane, Rose, and Clara moved to follow while the Doctor silently closed the door. His muffled footsteps moved away, letting the room fall into silence.

That is, if you excluded one of the bats dropping swiftly from the ceiling, turning back into the form of Mr. Finch. The rest of the bat brethren opened their eyes, staring at him in curiosity. "Stay here and do not follow." Finch ordered before he exited the room. Moving quietly through the school, he unlocked a side door and stepped outside. A brief, chilly breeze blew past, making him flinch his eyes with a small shudder. Then, he let himself relax and turn into his true bat form and fly high up above the school, landing onto the roof and gazing down at the front of the school, seeing the TARDIS group rush out into the parking lot, holding onto their knees and panting as they did.

"I am not going back in there! No way!" Mickey denied. Finch inwardly cursed with a low growl for in his bat form, his hearing of the world around him was distorted. That is the FIRST thing I'm fixing when we're finished.

"Those were the teachers?" Rose asked.

The Doctor nodded. "When Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse. Including him, we get our thirteen big bat people. Come on." He motioned for them to follow him back into the school.

""Come on"?! You've got to be kidding!" Mickey refuted.

"We need the TARDIS." The Doctor explained. "How else can we analyse that oil from the kitchen?" Finch blinked at that. TARDIS. Where have I heard that name before?

"Actually," Sarah Jane interrupted. "I might be able to help you there. I've got something to show you."

He shrugged. "Lead the way." They followed Sarah Jane as she moved towards a silver car, where she unlocked and opened the boot, showing something covered in a green checkered wool blanket. The Doctor withdrew the blanket and his eyes widened with a beaming grin. What was revealed was a grey metallic, mechanical dog, with small curled antennas for ears, a thin rod of steel for a tail and a red panel for eyes, with a small socket hole in the middle for devices. "K-9!" The Doctor exclaimed with glee. Sarah Jane smiled while Clara blinked in curiosity, Mickey and Rose in confusion and Finch in bewilderment. Their secret help is…a tin dog? Their either completely insane or utter morons. "Clara Oswald, Rose Tyler and Mickey Smith, allow me to introduce K-9! Well…" The Doctor trailed off slightly. "K-9 Mark III to be precise."

"Why does he look so…disco?" Rose muttered.

"Oi! In the year 5000, this was innovative!" The Doctor defended.

Clara melted a bit and stroked K-9's head. "Aww. He's so cute." She cooed.

"Clara!" He whined.

Sarah Jane however just smiled with a small blush. "Thank you."

Clara smiled back before returning her gaze to K-9. She slowly furrowed her eyebrows as she stroked a finger alongside his dormant head, feeling small scratches and dents amongst the patches of rust. "What's happened to him?" Clara asked.

Sarah Jane shrugged. "One day, he just…" She indicated wordlessly to K-9. "Nothing."

"Well, didn't you try to get him repaired?" The Doctor asked sarcastically.

Sarah Jane scoffed. "It's not like getting parts for a mini metro. Besides, the technology inside him could rewrite Human science. I couldn't show him to anyone."

"Ooh." The Doctor cooed, leaning his head close to K-9's. "What's the nasty lady done to you, eh?" He said, mimicking baby talk and placing a kiss on K-9's head. "Oh, shhh. There there." He cooed.

"Doctor." Clara interrupted.

"What-" He turned to look at her and she immediately shoved a couple of altoids in his mouth, forcing him to swallow. "What was that for?!" He exclaimed with a hoarse voice, feeling his throat beginning to burn from the mints. Clara just raised her eyebrows at him, and he shivered slightly. "Right. Sorry." He muttered with a cough.

Clara gave a small smirk at that. "Now, as much as I enjoy petting K-9, I believe that we're busy with something else." That made everyone spring into the car, the Doctor closing the boot before they drove off. Finch gave a small roll of his eyes. Insane, moronic, and childish. What next? Flying high in the night sky to avoid getting noticed, he followed Sarah Jane's small silver car for five minutes before it parked outside a small café called "Coffee House". Finch landed on the tall roof of the opposite building and with a small growl, turned into his Human form again, his hearing of the world returning to normal. Once he finished, he saw the group already inside the café, Mickey, and Rose at the counter while the Doctor, Clara and Sarah Jane sat at a table, K-9 placed on the tabletop as the Doctor fixed him. Rose and Mickey got their order and, to the trio's confusion, went to sit at another table. "How come you're sitting over there?" Clara asked.

"We just thought to…you know…give you guys a bit of space for a moment." Rose explained.

Clara slowly nodded in understanding. "What've you got?" She asked quickly.

"Chips and tea." Mickey said. Clara cocked an eyebrow before shrugging and turning back to K-9 while Rose and Mickey went into their own conversation.

"I thought of you, on Christmas day." Sarah Jane said as the Doctor worked. Clara, who sat beside him, gave him a hand every once in a while. "This Christmas just gone, great big spaceship overhead, I thought, "Oh yeah, bet he's up there"."

He nodded. "Right on top of it, yeah." Finch cocked an eyebrow. The Sycorax? Was he the one who drew them away from the planet?

"Rose and Mickey?" She asked.

"They were there too."

"And you, Clara?"

Clara slowly let her gaze drop to her own hands in front of her in sadness, the Doctor briefly halting his work as her mood changed. "No, I…it's a long story."

"What happened?" Sarah Jane asked, now in a soft tone. Clara didn't speak, instead answering by taking Sarah Jane's hand and placing her fingers on her wrist. She blinked in puzzlement which quickly turned into wide eyed disbelief. "You don't-"

"No."

"Did he-"

"No." They said in unison.

"Then how do you not have…"

"One of the drawbacks of being…" Clara didn't finish, still not very comfortable with the term "Immortal".

""One of the drawbacks"?" Sarah Jane asked.

Clara didn't say anything to that, which made the Doctor grasp her hand. "Clara, what's wrong?" She shook her head. "You've got to tell me, Clara. What's wrong?"

"I can't."

"Clara, please."

"I can't." She repeated sadly. He just sighed, keeping her hand in his.

The three of them sat in an awkward silence for a few moments before Sarah Jane perked up her courage to ask the Doctor a question. "Did I do something wrong?" She asked. The Doctor looked at her in bewilderment. "Cause, 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 explained.

"I waited for you. I missed you."

He shook his head with a gentle smile. "Oh, you didn't need me. You were getting on with your life."

"You were my life." Sarah Jane quickly glanced at Clara, who just nodded for her to continue. "You know what the most difficult thing was? Coping with what happens next. No, 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, you want me to apologise for that?" The Doctor asked, once again in bewilderment.

"No, but…we get a taste of that splendour, and then we have to go back." Sarah Jane explained with a hint of sadness.

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

"You could've come back." Sarah Jane retorted.

The Doctor's tone went back to sorrow. "You know I couldn't have, Sarah."

The mood once again went into an awkward silence, Clara's hand in his grasp being the only thing that eased away the sadness in his face. Sarah Jane took this opportunity to make a joke against him. This time however, she knew Clara would like it. "It wasn't Croydon." The Doctor blinked at her. "Where you dropped me off, it wasn't Croydon."

"Where was it?"

"Aberdeen." Clara sniggered at that, making Sarah Jane smile.

The Doctor just stared in puzzlement. "Right. That's next to Croydon, isn't it?" The Doctor asked. Clara and Sarah Jane just shook their heads at him. To his own luck, he managed to get K-9 online, a whirring noise sounding from within his machinery causing the Doctor and Sarah Jane to grin. "Oh, hey! Now we're in business!" He exclaimed with glee, patting the table a few times as they stood up, Rose and Mickey moving over to join them.

"Master." A somewhat light male voice sounded from within K-9, his red eye pad lighting up on his words.

"He recognizes me!" The Doctor squeals.

"Affirmative."

"Rose, the oil." The Doctor held out a hand and Rose put the small bottle of liquid into his grasp.

"Oh, I wouldn't touch it." Rose quickly said as he opened the lid. "That dinner lady got all scorched."

"I'm no dinner lady…and I don't often say that." He quickly added with a smirk, making Clara laugh. He dipped his finger into the oil and rubbed it onto a small sensor that K-9 withdrew from his head. Then, he placed the lid back on the bottle and placed it aside on the table, going to lick the oil off his fingers but Clara grasped his hand and wiped it off with a napkin. "Clara." He whined.

"No." She said, pointing a finger at him. He went to protest again but she repeated, "No."

"But-"

"No."

He slouched his shoulders dejectedly. "Yes ma'am."

"Oil. Ex-ex-ex-extract. Ana-ana-analysing." K-9 stuttered.

Mickey giggled. "Listen to him, man. That's a voice!"

"Careful. That's my dog." Sarah Jane warned, and Mickey quickly wiped the smile off his face.

"Confirmation of analysis. Substance is Krillitane oil."

The Doctor slowly nodded in realization. "They're Krillitanes."

"Is that bad?" Rose asked.

"Very. Think how terrible things could possibly be and add another suitcase full of bad."

"And what are Krillitanes?" Sarah Jane asked.

"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." He shook his head in self-disbelief. "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." Finch's eyebrows raised at his knowledge. Fascinating. Who is this man who knows my kind so well?

"Doctor, what exactly do they want?" Clara asked.

That he couldn't answer. "I don't know. All I can guess is that it involves the children." Nobody carried on that sentence, not even Clara, to his confusion. He looked over at her, seeing her face welling up in sorrow. "Clara?" She didn't respond, instead moving to the other side of the café. "Clara?" She still didn't answer, and he sighed, moving to follow after her.

Rose and Mickey exchanged an awkward glance before Rose stammered out sheepishly, "Sarah, d-do you m-mind if we-"

"Sure." She nodded hastily, and they helped to carry K-9 back into the boot of Sarah Jane's car. They felt relieved as they did, considering his deceptively heavy weight, looking back through the café window to see the Doctor and Clara still inside, an obvious silent tension growing between the two. Their silence once again grew awkward before Mickey perked up with a smile.

"So, what's the deal with the tin dog?"

Sarah Jane shrugged. "The Doctor likes traveling with an entourage. Sometimes they're Humans, sometimes they're aliens, and sometimes they're tin dogs. What about you two?"

Rose answered first. "I was a store clerk at Henrik's."

Sarah Jane's eyebrows raised. "Really? The same shop?"

She nodded. "Yeah. Then there were some Autons, the Doctor came along and…blew it up."

Sarah Jane rolled her eyes. "Typical." They shared a small chuckle at that. "And what about you?" She asked Mickey. "Where do you fit in the picture?"

"Me? I'm their man in Havana. I'm the technical support. I'm…" He stopped as both Rose and Sarah Jane raised their eyebrows at him, causing his face to fall in realization. "Oh my god, I'm the tin dog." He sat down in the boot beside Sarah Jane and Rose walked up to him.

"Mickey, I…" Rose trailed off, not liking what that sentence could've led to. "You don't have to be the tin dog if you don't want to. You can always come with us. You just need to ask them."

His eyes lit up with a small spark of hope. "Really?"

"Yeah." She nodded. The sound of the café door opening drew their attention again and Rose's face fell back into awkwardness. "Well…maybe not right now."

"How long are we going to not talk?" The Doctor asked as him and Clara stood in the middle of the street, a few paces away from Sarah Jane's car. His own voice sounded strained, almost irritated.

"Because there's no need." Clara responded emotionlessly.

"Clara-"

"Be quiet." She growled.

"Clara-"

"I said be quiet!"

"Clara why aren't you talking to me?!" The Doctor exclaimed, and the trio watching were taken aback by the anger in his voice.

"Does it matter?!" Clara retorted.

"Yes it does!"

She scoffed. "Whatever."

He clenched his jaw at her words. "All right give me your arm." He reached for her arm, but she withdrew.

"Get off!"

"Just give me your arm." He reached again, successfully grasping her arm as she tried to wrench it out again.

"Don't touch me!"

"Shut up!" He roared. That made Clara's eyes widen in fear and shock. "For once in your fucking life, Clara, just shut up!" He reached his other hand into his pocket, taking out his sonic.

"Doctor." She whimpered in protest. He ignored her, placing his sonic over her arm and scanning her DNA. "Doctor, please." She whimpered again, involuntarily feeling tears prickle her eyes. "Don't do this."

He finished scanning her, letting go of her arm to check the readings. It was exactly the same as when he scanned her on Christmas, so he scanned and rechecked her again. This time, it brought up a new reading, one that instantly quelled his anger into sadness. She can't have children. "Clara…why didn't you tell me?" He asked, his tone now soft yet full of sadness as he pocketed the sonic away.

She sniffed, and he cupped her face in his hands. "I…I didn't want…" She whimpered, already feeling the inevitable sobs coming up her throat. "I didn't want you to worry." She finally said, choking out a sob.

"But I did anyway."

She choked out another sob, still trying to hold them back. "I thought that…if I told you…you would leave me."

He blinked at that. "Why?"

Clara's eyes widened, and she choked out another sob. "I…"

"Clara, I would never leave you." He said earnestly.

She shook her head with a sniff. "But wouldn't you have wanted another chance to…"

"Clara, you already gave me another chance at everything else. Do you really think I'd give it all up because you couldn't give me one more?"

"I was…I was scared." She admitted. "I didn't know how you would react."

"No, you didn't. But that doesn't mean to not say anything." She sniffed, and he sighed. "Come here."

She broke down into a torrent of sobs at his own two words. "I'm sorry!" She cried, and he wrapped her in a hug. "I didn't mean to-"

"I know." He whispered gently, stroking her hair, and kissing her head.

"I'm sorry! I'm so sorry!" She cried into his chest. "Don't leave me! Please!"

"I'm not going anywhere." He reassured. He held her for a few more moments, allowing her to calm down despite the torrent of tears, before he pulled back slightly to cup her face in one hand. "Clara, I need you to know that if somethings troubling you, I can't help if you don't let me in. Please remember that."

"I will-"

"No, promise it." He interrupted. "You need to promise it this time, please."

She blinked, choking out another sob before nodding. "Yes, Doctor, I promise." He used his thumb to stroke her cheek, smudging away her tears which just made her sob again. "I'm sorry."

He smiled sadly. "I'm still unbelievably pissed off with you, Clara."

She nodded hastily. "I know. I know."

"And you can't do that ever again, you hear me?"

"Yes. *Sniffs* I hear you."

"But I still love you, no matter what." He kissed her hard, which she melted into, but she also didn't break down again and he drew her into another hug as they parted. "I love you, Clara, no matter what happens." He repeated. "You hear me?"

"Yes. I love you too, and I'm so sorry." She choked, sniffing at her drying tears while he held her until she calmed down enough, the only sounds coming from her being a few sniffs, her crying now long gone. "I really didn't want to admit it because I didn't want you to feel alone again." She admitted.

"Even with you, I still feel alone." He also admitted, parting their hug as she stared up at him in love laced adoration.

"What do you mean?"

"Why do you think I don't like going back to the people I knew or why I don't like goodbyes? It's because I don't age, I just regenerate. But Humans decay. All of them wither and die. To you, it will feel like only one day, but when it's over, they're dead. Imagine watching that happen to someone that you love, Clara."

"You don't have to feel alone, Doctor. I'm here." She reassured.

He smiled sadly. "I know, Clara, and I don't want you to leave. But everyone else should in the end. They can spend the rest of their lives with us, but we can't spend the rest of our lives with them. We have to live on, alone. It what's it's like being immortal, Clara. And that's what it's like when I'm me, the last of the Time Lords."

"Time Lord." Their eyes widened, and they turned around, gazing up at the roof of the nearby building, seeing Mr. Finch perched there as he gazed at them in realization. Then, he gave a smile, his teeth no longer Human but changed into large, filed fangs and he transformed into his natural Krillitane form and took off into the night sky. They didn't need to turn around as they heard the hurrying footsteps of Rose, Mickey, and Sarah Jane, which made them blink as they actually forgot that they were there.

"Was that a Krillitane?" Sarah Jane asked.

"That was the headmaster." Rose deducted. "He didn't even go for any of us, he just took off. What did he do that for?"

"I guess he wants us for something." The Doctor said, but it was more to him and Clara.

An awkward silence fell for a few moments until Rose perked up. "You two all right?" She asked, Mickey and Sarah Jane looking at them with worried eyes.

The Doctor just glanced down at Clara with the same look. "Clara?"

Clara, once again bringing back her wide eyed, love filled gaze, nodded with a smile. "Yeah, we're all right."

He smiled at her and placed another kiss on her lips. "Good, Clara." They all returned their gaze back up to the night sky where Finch had flown off to. "I better guess that we get ready for tomorrow. We might get a welcoming party by a member of their staff." He muttered ominously, and they shivered at that.

9:00am

Sunlight had fallen on the brand-new day, but none of them felt more relieved at the inevitable confrontation ahead. Moving Sarah Jane's car into the school's packed carpark, they exited, standing out in the open and surrounded by the billowing, chattering students, all ignorant of what's to come.

"Rose and Sarah, you go to the maths room and crack open those computers. We'll need to see the hardware inside. Here, you might need this." He handed his sonic to Sarah Jane. "Mickey, surveillance. I want you outside."

"Just stand outside?" Mickey asked in bewilderment.

"Once the Krillitanes know we're here, they might put the school on lockdown. If that's the case, you're the only one who can get us out." Clara explained for him. Mickey blinked a few times, but he subsequently nodded.

"Here, take these." Sarah gave him the car keys. "You can keep K-9 company."

"Don't forget to leave the window open a crack." The Doctor called as they walked towards the school doors.

"But he's metal!" Mickey called back.

"I didn't mean for him!" Clara elbowed his ribs. "Ow! That hurt!"

"It was meant to hurt. Stop being so rude." Clara admonished.

"Yes, ma'am."

"What are you two going to do?" Rose asked.

The Doctor and Clara exchanged a look. "It's time we had a word with Mr. Finch."


Finch walked along the busy corridors, staring around every corner in confusion. If those two were interested in the goings on here, they would be here by no- With a stop, he turned on his heel, looking up at the next floor beneath the staircase, seeing the Doctor and Clara glaring down at him. He almost smiled in relief. There they are. He quickly glanced around, mentally checking off each room. We just need somewhere where we can't be disturbed. His gaze landed on the pool entrance and he smiled. No one would be in there for the next session. At that, he moved inside, standing at the far wall beside the pool and waited. Waited until the thundering noise of the students in the corridors ceased to a deafening silence, filled only by the closing of the door and he smiled, already knowing who followed him in.

"Who are you?" The Doctor asked.

"My name is Brother Lassar." He introduced with a slight nod. "And you two?"

"The Doctor."

"Clara."

"Since when did Krillitanes have wings?"

Finch gave a small smile of fondness as he slowly walked up the pool towards them. "It's been our form for nearly ten generations now. Our ancestors invaded Bessan and the people there had some rather lovely wings." He gave a small grin. "They made a million widows in one day, just imagine."

"And now your shape's Human." Clara inputted. "Disguise or…"

He smiled a bit at her wit. "It's a personal favourite, that's all."

"And the others?'

"My brothers and sisters remain bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane lies beneath." They slowly nodded in understanding as he stopped walking to stand opposite them. "And what of the Time Lords?" For a brief second, the Doctor's eyes glowed with tired sorrow which he immediately restrained but Finch noticed. "I always thought of you as such a pompous race, all ancient, dusty senators so frightened of change…and chaos. But, of course, they're all but extinct. Only you, the last."

"This plan of yours, what is it?" The Doctor asked.

He blinked in surprise. "You don't know?"

"That's why I'm asking."

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

"If we don't like it, then it will stop."

Finch gave a ghost of cocking one eyebrow up at his words. "Fascinating. Your people were peaceful to the point of indolence. You seem to be something new. And you…" He glanced at Clara. "Your…very different from the rest of your kind. Would the two of you declare war on us?"

"Clara's different because she's Clara. But she's still Human in every way." The Doctor defended. Clara gave a small smile in his direction before she returned to her glaring. "As for me…I'm so old now. I used to have so much mercy. You have Clara to thank for me retaining even a small scrap of it. You get one warning. That was it." They turned and began to walk towards the door.

"But we're not even enemies. Soon, you will embrace us." They both stopped, turning back to look at him incredulously. "The next time we meet…you will join with me. I promise you." Finch then walked around them and out the door, leaving them puzzled at his words.


Mickey rolled down the window as he sat in the car, K-9's head hovering over his shoulder, who sat in the back seat. ""Surveillance". You ask me, it's just another way of saying "Go sit at the back of the class with the safety scissors and glitter"." He glanced at the inactive K-9. "That'll be me talking to a metal dog then." He gave a sigh at that. "Maybe it was better for me to sit in here. What else could I offer in there? Stand around and do nothing?" He asked himself. "Maybe I am better served to wait."


Sarah Jane knelt at the hard drive of one of the many computers in the maths room, groaning as she tried and failed to get the sonic to work. "Ugh, it's not working."

"Here." Rose gently reached out a hand and Sarah Jane gave it over.

"It used to work first time in my day." She muttered.

"To be fair, the Doctor has been tinkering a lot with his sonic over the years."

Sarah Jane shrugged at that. "Rose…can I just ask, how come you're okay with…" She trailed off, not really sure how to finish that.

Rose blinked a few times in confusion. "With…you already having been with him?" She offered.

"Something like that."

Rose stood up and gave a sigh. "Well, when we first met, he had already met Clara, and he's…what, 900 years old at least? And Clara already knew about you so it's just natural that he'd have met many friends before." She shrugged.

"And the awkwardness you greeted me with?" Sarah Jane asked bluntly.

"That was because they didn't tell me about you. I was honestly just bloody confused."

"How come they didn't tell you?"

"You remember earlier how they were arguing and made up and they literally forgot that we were even there?" She asked, and Sarah Jane nodded. "They do that all the bloody time." She growled lightly. "If it wasn't so damn cute, it would be bloody annoying."

Sarah Jane gave a small smirk. "How bad can it get?"

Rose thought for a few moments before she bit her lip. "Okay, we went to this planet called "New Earth", and yes, it really was called "New Earth"." She interrupted Sarah Jane, who was about to scoff. "And it also really had a city called "New New York"." That bewildered Sarah Jane even more. "Anyway, we helped save a potential disease outbreak at a hospital, got back to the TARDIS and I went to my room for the night. Come back to the console room later on and it reeked." She droned.

Sarah Jane blinked. "How do you mean "Reeked"?"

"You know how a room can smell when a couple goes at it-"

"Okay, please stop." Sarah Jane interrupted, running a hand over her face. "I don't want any mental images of that."

Rose nodded with a small snort. "All the same, I did ask the TARDIS to keep them in their room from now on." They smiled a bit at that, falling into a comfortable silence for a few moments. "With you…did he do that thing where he'd explain something at like ninety miles per hour and you'd go "What?" and he'd look at you like you'd just dribbled on your shirt?"

"All the time." Sarah Jane nodded hastily, and Rose smirked. "Does Clara do that?"

"Most of the time Clara's the one correcting him." Rose admitted, and Sarah Jane snorted.

"Does she protest if he strokes bits of the TARDIS?"

"Yes! Yes, she does!" They laughed at that.

"What does the TARDIS do back?"

"Conjures up a hologram of Michael Myers behind her back and she literally jumps into his arms, screaming her head off!" The two of them started holding onto their knees as they tried to breathe through their laughter.

At that, the doors to the room opened and the pair in question stepped inside. "How's it going? Have you found out what's programmed inside these?" The Doctor asked. The pair just continued laughing, making them look utterly bewildered.

"What's caught up your alley?" Clara asked with furrowed eyebrows. The both of them just pointed their fingers at the pair, still laughing their heads off, which just made them uncomfortable. "Why're you pointing at us?"

"To be fair…" Rose snorted as she tried to control her breathing, turning back to Sarah Jane. "It's not like Clara doesn't blush like a schoolgirl when he goes Scottish."

"Oh, bloody hell!" Sarah Jane quipped, and they started laughing again.

"I do not!" Clara protested, and they laughed as she blushed at them.

"Come on, Clara, I'm sure they're having a bit of fun…" The Doctor tried to explain.

"And you're not better!" Rose exclaimed, pointing to him now. "Getting all wimpy and afraid when she goes all teacher on you!"

"That's not true!" The Doctor blushed but they just kept laughing. "Stop it!"


All the teachers, well…the Krillitane teachers, sat inside Finch's office, all eating their own lunch. Be it an assortment of meat, flesh and… "Rat?" Jackson offered to Wagner.

"No thanks. I'm trying to cut down on processed stuff. I've gone organic." He opened a small paper bag, hearing the muffled flittering of a bird's wings.

Jackson shrugged, putting the rat bag inside a large red tin box. "Don't blame you. I'm getting sick of these." She sat down at the table before getting a wide-eyed look of someone who got a brilliant idea. "Is there any of that kid left from yesterday?"

"No." Her face fell at that. Wagner thought for a moment. "Check the fridge, I think there's a bit of that Inspector behind my Yakult." Jackson was about to leave the table for the fridge, but the door opened, Finch standing behind it as he stared at all of them.

"Brothers, sisters." He greeted. "I apologise for interrupting your meal, but it is time. We must initiate the final phase." Any sulking looks they had borne were quickly replaced by ones of gleeful excitement. "Get the children inside and seal the school. Our time has come, my brothers and sisters. Today, we shall become gods." They quickly stood up and moved out of the room, Finch staring directly at Jackson. "Initiate the first step." He ordered before leaving. Jackson quickly walked over to the intercom on Finch's desk and pressed the alarm buzzer before holding a hand down on the intercom button. "All pupils to class immediately. And would all members of staff please congregate in the staff room? Thank you." Following that, she immediately hurried back down the corridors towards the staff room, joining back up with her brethren as they faced the Human teachers.

"What is it now, Mr. Finch?" Parsons asked with irritation.

"Slight change in the timetable. We're having an early lunch." With a hand behind his back, he motioned a finger to Wagner, who turned back to the door and closed it shut. Wagner and all the Krillitanes grinned at each other before they changed into their true form, the horrific screams of the teachers agony filled the room as they were devoured alive.


The Doctor and Clara were hurrying about the room, using their sonics on the computers and hard drives in an attempt to get them open. The doors suddenly opened as a rush of kids came through, and Rose quickly moved over to them.

"No! No!" Rose ordered, and the kids froze. "This classroom's out of bounds! You've all got to go to the south hall!" All of them groaned and whined but they did as they were bade. "Off you go, south hall!" Rose quickly ushered them out of the room, then shut the door behind them.

"Good thinking, Rose." The Doctor complimented.

"Ugh." Clara growled, letting a piece of the hard drive drop back onto the desk. "I can't open it, let alone shift it."

"No, neither can I." The Doctor agreed.

"I thought a sonic screwdriver could open anything." Sarah Jane reminded, still a bit surprised at Clara having one.

"Anything except a deadlock seal." Clara explained.

"Which means there's got to be something important inside here." The Doctor deducted. "What are they teaching those kids?"


Finch walked back into his office, rolling a toothpick between his teeth, getting rid of any remaining traces of his last meal before sitting down at his desk. Turning on his computer and going into one of his many personal programs, he opened up the security system of the school installed by his brethren. "Close the school." He muttered and clacked a few keys. The computer flared with an alarm, bright red letters saying "Security override" appeared over a green schematic of the school. At that, he had to fight down a belch coming up from his stomach. "Blimey, that's going to haunt me for a while." He quipped dryly to himself before he turned the computer over to the security cameras. Flicking through many of them, he could see each of his brethren sitting all the children down as they activated the program. The kids began typing away furiously at the computers, all transfixed by the program on screen like hypnosis. Finch, with a small smile, flicked through the cameras again, trying to find that strange pair of people. And there he saw them, standing in the maths department with the program flickering in front of them.

"You wanted the program. There it is." Sarah Jane motioned for the Doctor and Clara. They turned to the large screen at the front of the room to see the program properly. All they could see was a blinding array of alien letters in green cubes, spinning and darting around at an incredibly fast rate that even the Doctor couldn't keep up with it.

"Doctor, what is it?" Clara asked. He didn't answer. They turned to look at him, seeing his eyes widening in realization…and horror.

"No." He muttered in disbelief. "No, they can't be."

"Doctor, what is it?" Clara repeated.

"It's the Skasis Paradigm." He answered grimly. "They're trying to crack the Skasis Paradigm."

Finch let a wide, smug smile cross his face. "And now you know." He said to himself, standing up out of his chair, making sure his suit was buttoned up properly like he was expecting someone and then, he left the room.


Mickey jumped as he heard the thundering roar of the school doors and windows slamming shut. "What the hell?" He muttered, getting out of the car, and rushing over to the school. Looking in through the windows, he could see many of the classes were empty, except for one classroom. This one, filled to the brim with computers at every desk, was occupied by all the kids, who were typing flat out at their keyboards, their faces bathed in an eerie green light. Mickey quickly moved to the front doors and tried to wrench them open to no avail. Thinking quickly, he rushed back over to the car, swinging open the door and leaning in, looking straight at K-9. "Come on, I need some help." He pleaded, pressing all the buttons on K-9's back to no avail. Frustrated, he smacked K-9's head with his fist, but still, nothing happened. He gave a groan of irritation, hanging his head down.

"System restarting." K-9 suddenly said, and his head flung up again, now with a sigh of relief. "All primary drives functioning."

"You're working. Okay, no time to explain. We need to get inside the school. Do you have like…I don't know…a lock picking device?"

"We are in a car."

Mickey tried again. "Maybe a drill attachment?"

"We are in a car."

Mickey groaned. "Oh, fat lot of good you are."

"We are in a car."

Mickey blinked. "No…you're right. We're in a car." He got his head out and slammed the door shut.


"Doctor, what is the Skasis Paradigm?" Clara asked with a slight growl of irritation.

He blinked for a few moments, trying to find the right words. "The god maker…the universal theory. Crack that equation, you've got control of the building blocks of the universe." Their eyes widened in shock. "Time and space and matter, yours to control."

"What, and the kids are like a giant computer?" Rose asked.

"Yes." That's where he started to pace to another desk, nodding hastily. "And their learning power is being accelerated by the oil." He deducted, leaning his hands onto the desk. "That oil from the kitchens, it works as a…as a conducting agent, making the kids cleverer."

"But that oils on the chips. I've been eating them." Rose pointed out.

"What's 59 times 35?" Clara asked.

"2065." Rose answered at once. Clara shrugged, and Rose's eyes widened. "Oh my god." She muttered in shock.

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

"Imagination. Is that right? It needs imagination, not just cleverness." Clara deducted.

He nodded. "Yes. So, they're not just using the children's brains to break the code. They're using their souls." The Doctor said grimly.

"Let the lesson begin." Finch said from the door, drawing their attention to him, specifically the Doctor and Clara, who glared fires at him. "Think of it, Doctor, Clara, with the paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it." He implored, stepping forth to stand before them as he spoke.

"Oh yeah? The whole of creation with the face of Mr. Finch?" Clara retorted dryly. "Sounds a bit daft."

The Doctor nodded. "Call us old fashioned but we quite like things as they are."

"You both act like such radicals 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?"

"No. Someone like you. The both of you." That made the pair of them blink. "The paradigm gives us power, but you could give us wisdom. Become gods at my side." He pleaded. "Imagine what you could do. Think of the civilizations you could save, Perganon, Ascinta, your own people, Doctor, standing tall. The Time Lords…reborn."

The Doctor was actually beginning to contemplate that reasoning, and Clara, to her own protest, was beginning to fall for it. "Doctor don't listen…" She tried but Finch interrupted.

"Do you think it's unnoticeable what's happened to you?" Finch asked to Clara. "He has two heartbeats, and they…" He nodded to Rose and Sarah Jane. "Have one. But you have nothing. Does it not drive you mad, hearing nothing in your own head?" He asked.

Clara blinked at that. "It does, yes." She admitted quietly.

"But you could do more than that." Finch carried on. "You will always meet new friends, every day, some of them will stay with you and some of them won't. But you could let them stay for all eternity. Young, fresh, never wither, never age, never die. Their lives are so fleeting with so many goodbyes. Have you ever truly thought about how lonely you two might become if you carry down this path?" Finch asked.

Clara shook her head, trying to deny it. "Loneliness isn't just about friends."

"No, it's about family." Finch argued, and Clara's breath hitched, which he noticed. "You've lost somebody, haven't you? Or maybe somebodies? Was it your parents?" Clara blinked a few times and the Doctor immediately grasped her hand. "All by your own will, you can bring them back as if they never left. Or even a family of your own? Practically the whole street could hear you last night, how it pained you that you can't have that." He looked at the Doctor. "You wished it too, didn't you? Not just for your sake, but for her." Finch deducted.

The Doctor briefly gazed down at the floor in sadness before he lifted his gaze to Clara. "You would've made a marvellous mother." He said softly and earnestly, which made Clara melt.

"And she can still be." Finch concluded. "Join us. That's all you have to do."

"I could save everyone." The Doctor muttered.

"Yes." Finch nodded with a gentle smile.

"I could stop the war. Susan." His tone went truly sorrowful. "I could bring Susan back."

"You could." Clara agreed, cupping his face in one hand, which he reciprocated with hers. "I could get rid of…her. I don't have to have her inside my head anymore." His gaze started to blend with concerned worry at her words.

"No." Sarah Jane interrupted at last. "The universe has to move forward. Pain and loss, they define us as much as happiness or love. Whether it's a world, a family, a relationship, your friends…everything has its time, and everything ends." The Doctor and Clara didn't look at her, they just listened to her words. They didn't even need to look at Rose to know she was silently echoing Sarah Jane. So, they just stared at each other, silently contemplating, and weighing the answers, drawing out the tension in the room until it was thicker than a wool jacket. And then, without saying a word, they smiled. Not beaming, bright grins, but warm, sweet, and loving smiles of content.

"She's brilliant, isn't she?" Clara whispered.

"That she is." He agreed.

Clara leaned forward and placed a small kiss on his lips before parting with a cheeky grin. "Let's get them, tiger."

The Doctor nodded as they let each other go, before he grabbed a nearby chair, rushed past Finch, Rose and Sarah Jane and threw it at the large screen, the glass shattering upon impact and flying all over the room. "Out! Out!" He yelled and the three with him rushed past a seething Finch and out of the room. Running through the corridors towards the stairwell near the entrance of the school, they jumped in surprise as a loud crash was heard of shattering glass and a car halting to a screeching stop. Then, a rush of footsteps from a worried Mickey came towards them.

"What the hell is going on?!" Mickey yelled as they blinked at him in surprise.

"Di-did you j-just…" The Doctor stammered out.

"Yeah." Mickey shrugged. No more time for chatting they found as they could hear Finch screeching nearby, the high piercing of his cry making them wince and cup their ears for protection as it was quickly echoed by his brethren.

"Cafeteria. Now!" The Doctor yelled, and they quickly sprinted down the corridors as the distant flapping of Krillitane wings drew closer and closer on each corner they rounded. Bursting through into their desired room, they rushed to the other end, but found that door locked and bolted shut. Before either the Doctor or Clara could get out their sonics, Finch quickly stepped into the room, followed by the twelve other Krillitanes as they entered.

"We need the Doctor and Clara alive. As for the others…you can feast." Finch ordered. The group all improvised, arming themselves with chairs, not that it would do them much good. The Krillitanes descended, screeching, and growling with joy at their latest meal that was within their reach. As Finch watched, eight of the Krillitanes descended upon Rose, Mickey, and Sarah Jane while the remaining four went for the Doctor and Clara. The main duo were rather quick on their feet, calculating each swing of the chair to keep the Krillitanes away, standing back to back as their eyes darted around at them frantically. The remaining trio, however, weren't doing very well. The Krillitanes easily baited them into swinging themselves out of balance, Rose and Sarah Jane quickly losing grip on the chairs while Mickey was swept off his feet by a dashing Krillitane, which used his built momentum against him. One Krillitane hovered above a defenceless Sarah Jane but just before it could descend upon her, a bright red laser beam shot out of nowhere and struck the Krillitane dead in the head, sending it flying across the room and crashing into a table and a handful of chairs. The Krillitane didn't get injured in the process, it was just dazed but she was grateful. Looking to the source of the laser, she saw K-9 sitting there, staring straight at her.

"K-9!" Sarah Jane exclaimed in joy and relief.

"Suggest you engage running mode, mistress." K-9 inputted before he began to fire, each shot began to daze and down the Krillitanes, earning screeches from the creatures and an irritated, enraged roar from Finch.

"Come on! Get up!" Clara yelled, her and the Doctor helping the three to their feet as they rushed out the way they came.

"K-9, hold them back!" The Doctor ordered.

"Affirmative, master. Maximum defence mode engaged."

They quickly left the room, hearing the distant screeches and blasts from the cafeteria as they rushed back down the corridors. "Physics room, quick!" The Doctor yelled, the trio behind him and Clara rushing up the first flight of stairs and into said classroom, where the Doctor locked the door behind them.


"Cannot maintain defence mode. Power supply failing." K-9 said, his pace slowing down and his rate of fire halting down to a point where the now active Krillitanes could dodge the laser blasts with ease.

"Forget the shooty dog thing, you morons." Finch growled in irritation. "Get after them!" He rushed from the room, the Krillitanes quickly following after.


"Wait, Rose." Clara clicked her fingers at said person. "What did you say about that dinner lady getting scorched?"

"One of…um…the bat people?" Rose asked, earning a few puzzled looks. "Whatever, one of them, the dinner lady was drenched in the oil and she got burnt up. It didn't kill her or anything, but it created some nasty burn marks on her."

The Doctor's eyes widened at that. "That's it, it's the oil! They've changed their physiology so often, even their own oil is toxic to them! How much was there in the kitchens?" He quickly asked.

"Barrels of it." Once she spoke, the screeches of the Krillitanes came closer until one of them thumped against the door. Then, the ear-piercing scratching of the Krillitanes claws against wood could be heard, the faint marks of their actions was starting to come through the door as they tore and splintered it apart.

"Okay, we need to get to the kitchens." Clara quickly said, taking charge. "Mickey, get all the children unplugged and out of the school."

He quickly nodded. "Sure thing."

"Now, bats." Clara muttered, the group still flinching at each scratch at the door. "How do we fight bats?"

Now, it was the Doctor's turn to blink incredulously. "You serious?"

Clara glared at him. "Yeah, thanks for helping."

"Bats are blind…" He trailed off, hoping Clara would figure it out.

Clara shrugged. "As bats. So?"

"And they have amazing hearing…" The Doctor muttered, starting to get a bit irritated. Clara shook her head and he groaned. "Oh, for goodness sake." He moved to the door and smashed his elbow against the fire alarm switch, which immediately blared through the school, and the Krillitanes began to screech and cry in agony at the loud noise.

Clara looked down a bit, sheepishly biting her lip. "Right." She muttered.

The Doctor unlocked the door and flung it wide open again. "Kitchens! Quick!" He ordered, and the group rushed past the howling Krillitanes and a screaming Finch, all of which were clutching their heads to fruitlessly block out the noise. Moving through the corridors, they jumped their way down the stairwell, rushing past an open door where K-9 was emerging from.

"Master. Mistress." The Doctor and Clara looked back with a small smile.

"Come on, boy! Good boy!" The Doctor encouraged, K-9 following them right into the messy kitchens. The Doctor took out his sonic and used it on the lids of the oil cans, but nothing happened. "They've been deadlock sealed." He moved over to another, and still nothing happened. "Finch must've done it. I can't open them."

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

The Doctor contemplated for a moment, before he quickly pocketed his sonic away. "Right, Rose, Sarah, get out the back door. Clara, give me a hand. K-9, stay with us." Rose and Sarah Jane rushed from the room at once, while Clara helped the Doctor move the large barrels to form a clustered group.


Mickey rushed into the packed classroom in the south hall, but the kids didn't acknowledge his presence. "Okay, listen everyone, we've got to get out of here!" Nobody responded, they just kept typing away. He moved over to one of the kids, Melissa, and clicked his hands in front of her face, but she did nothing. She didn't even blink. He glanced around the room, trying to find one computer that wasn't being used, but all of them were occupied, except for the teacher's computer. However, it too was playing the Paradigm and Mickey went to run his hand over his face until… "What?" He muttered. Out of the teacher's computer was an abnormally large amount of black wires which funnelled under the desk and into a socket in the wall. He followed a long black and yellow warning line as it travelled up the wall, across the ceiling into a fork in the roof. Each one led to different joints in the walls, leading to terminals across the room that were linked to every computer. But there was one that went different. That line was smaller than the others and it went to the front of the room and came out as a singular wire, with a plug. Mickey blinked a few times, rechecking what he had observed but found he was indeed correct. "Huh." He shrugged, kneeling down to unplug the cord. The teacher's computer sparked and flared from the sudden power loss, which, in a domino effect, powered down every single computer in the room. After a few moments, the children stared around the room in bewilderment, standing up and removing their headsets. "Everyone get out!" They just blinked at him. "Now!" He yelled, and the kids ran from the room with fright despite their ever-present confusion. "Come on, move! Let's go! Let's go!" He clapped his hands in rhythm with his words, making them sprint even faster.


"Capacity for only one shot, master and mistress." K-9 informed as they finished moving the barrels. "For maximum impact, I must be stationed directly beside the vats."

"No, you'll be trapped inside." The Doctor protested, him and Clara moving to kneel in front of K-9.

"That is correct."

"We can't let you do that."

"No alternative possible, master."

"Are you sure there isn't another way?" Clara asked. "Please, there must be."

"I am sorry, mistress."

The Doctor and Clara looked up with worry as the alarm suddenly stopped. "The kitchens! They're in the kitchens!" They heard Finch say over the intercom. They both sighed, for they had no more time.

With a small glance at each other, they turned back to K-9 with a sad smile. "Goodbye, old friend." The Doctor said, petting K-9's cheek gently.

"Goodbye, master. Goodbye, mistress."

Clara kissed K-9's head. "You're a clever dog."

"Affirmative." The pair of them stood up, moving to leave the room. "Please give my apologies to mistress."

"We will." Clara affirmed before they left the room, moving through the back exit and closing the door, Clara quickly locking it shut as they found Sarah Jane waiting.

"Where's K-9?" She asked with concern.

"We need to run." The Doctor said, taking her hand.

"Where is he? What've you done?!" She exclaimed but neither of them answered as they led her away.


Finch finally made it to his office, still clenching his ears in pain which he felt began to bleed. Moving to the main hub of the fire alarm, he punched a hole in the wall and ripped out the red wines from within, short circuiting and instantly quieting the alarm, letting relief briefly flow through him, but it was quickly replaced with rage. Moving to his desk, he quickly browsed through the security cameras, and saw the backs of the Doctor and Clara in the kitchens as they knelt before something, but he couldn't see what. At that, he slammed his hand down on the intercom button. "The kitchens! They're in the kitchens!" He roared. Once he took his hand off, he immediately left the room and sprinted down the corridors towards the kitchen doors, being joined by the hastily transforming Krillitanes, who merged back into their Human selves. "When you find them, eat them if you must but bring me their brains." He growled, his rage making them shiver before they quickly moved into the kitchens, searching every corner until they found the pilled barrels of their oil and sitting beside them was that disgusting metal dog. Finch growled. "The little dog with the nasty bite. Not so powerful now, are you?" He taunted. K-9 said nothing, aiming his tiny blaster at the barrels, and fired. The blast destroyed the adjoined barrels, all of which sprayed their contents throughout the room, drenching all of his brethren to the bone in their oil. They all screamed in agony, clawing at themselves to fruitlessly remove any trace of the oil.

"Argh! Burning!" Jackson screamed.

Finch clenched his jaw, the oncoming pain of the oil sparking a fire that consumed his entire body, feeling every nerve and muscle within shooting up and bursting apart, his body collapsing from the inside. "You bad dog!" He growled.

"Affirmative." K-9 taunted back.


The kitchens in the school exploded, fire and brimstone shattering that entire side of the building into pieces, leaving only fire, smoke, and ash in its wake. The kids began cheering at the spectacle, jumping around, and hugging each other with joy. The Doctor and Clara exchanged a confused look. "Why-why are they acting like that?" The Doctor asked.

Clara shrugged. "Some kids just don't like school." They both shook their heads at that before they sighed, turning to Sarah Jane, who just gazed at the school in barely restrained sadness.

"I'm sorry." The Doctor said.

Sarah Jane shook her head, but when she spoke, her voice was breaking. "It's all right. He was just a *Chuckles* a daft metal dog. It's fine, really."

"Sarah, he wanted to tell you that he was sorry." Clara interjected. Sarah Jane cried at that and the pair of them hugged her, stroking her back and shoulders softly in comfort. They parted when Sarah Jane calmed down, still rubbing her shoulders in reassurance. "Are you okay?"

Sarah Jane wiped the few tears from her eyes and nodded. "Yeah, I'll be okay."

They nodded, seeing Rose and Mickey move over to them. Then, the Doctor groaned. "Oh, blimey, we left the TARDIS in the school." Clara rolled her eyes at him. "Hey, it's not like you gave a better place to park." The Doctor reprimanded, earning a half glare in return. "Okay, we'll be two minutes."

"Wait, where are you moving it too?" Rose asked as the pair started to move away.

"There's a small park down the road from here. That's where we'll be." The Doctor said before he and Clara ran back into the empty school, through the corridors, into the gym and back inside the TARDIS. "All right, that was an eventful day, wasn't it?" The Doctor asked as he and Clara piloted the TARDIS, to her surprise, into the Time Vortex.

"If you could call being chased by bats eventful, then sure, it was." Clara poked.

"Well, it definitely was."

"Doctor, what're we doing?"

"Making Sarah a surprise." Clara blinked for a few moments before it sunk in and she grinned. He turned a few more switches, spawning the necessary components and a small work area in the console room. "Come on." They moved over to the work area, spending over an hour working and quipping jokes as they sat in the spawned chairs. As they came closer to the end of the job, an awkward silence grew between them, Clara finding herself getting nervous, which the Doctor noticed. "Clara?"

"Did you mean it, when you said that I could've been a good mother?" Clara asked.

The Doctor quickly finished his work, pocketing the sonic as he moved to the console and pressed a few buttons to make the workspace disappear and motioned Clara over. She got up and he made the chairs disappear as she walked over, and he took her hands in his. "Clara, I didn't say you would've been a good mother, I said that you would've been marvellous." Clara blinked, smiling sadly as she glanced down at their hands. "Clara, you're not going to repeat all of that again, are you?" He asked with a small hint of humour. Clara shook her head and he smiled. "Good." He pulled her in close and kissed her. "I'll let you know, Clara, you're much more beautiful when you smile." He whispered.

She could barely restrain herself from raising her eyebrows at him, moving to wrap her arms around his neck as his encircled her waist. "Is that why you do all those awful jokes? Just to see me smile?"

"I would've thought it obvious, Clara." He said as he kissed her again, purring at the feel of her soft lips between his. "Besides…" He muttered, moving to kiss down her neck. "You've never complained."

"I…" She involuntarily let out a moan, tilting her head back to grant him more access. "I just…oh god." She moaned, clutching his head and neck in her hands.

"You approve, don't you?" He whispered smugly, kissing up neck to her ear. "Say it."

"No." She moaned.

"Just say it."

She shook her head, but he held her close again, moving back to her lips. She tried to kiss him, but he kept just enough distance for her to mewl. "Yes." She relented, and he smirked, which made her shiver. "Please, boss." She whispered, and he dived in, pressing another hungry kiss on her lips, swallowing the moan in her throat. "Doctor."

"You're bloody gorgeous." He whispered huskily.


Sarah Jane parked her car in the sunny green park, her, Rose, and Mickey exiting to move to the TARDIS.

"Hey, you, what's 47 times 369?" Sarah Jane asked.

Rose shrugged. "No idea. It's gone now. The oil's faded."

"But you're still clever. More than a match for the two of them."

"You and me both." Rose winked, and they smirked. Rose opened the door and they immediately cringed, seeing the Doctor and Clara snogging to their hearts content. "Oh, bloody hell."

"That's disgusting." Mickey quipped with a scrunched face.

"Give me a moment." Rose said. Creeping on her toes, she moved silently into the TARDIS and grabbed the console mallet. The TARDIS, with as little of a noise as possible, spawned a small steel plate on a vacant part of the console. Rose raised the mallet and smacked down hard on the steel, the ringing sound made the pair jump and shriek with burning faces. "You two finished?" Rose growled.

"We…we were just…" They stammered in unison.

"I know what you were doing but please, get a goddamn room." Rose admonished.

The Doctor didn't get that. "But we do have a room-"

"We know." Sarah Jane and Mickey called from the door. Rose rolled her eyes and motioned the pair inside.

"Don't worry. They're not carrying a disease or anything. They're just-"

"Children." Sarah Jane interrupted. "That's a bit obvious." Rose mouthed a grateful "Thank you" to Sarah Jane, while the Doctor and Clara rearranged themselves, grasping their hands together. They all turned to Sarah Jane, who finally took a moment to gaze around the console room with a small smile of approval. "You've redecorated."

"Do you like it?" The Doctor asked.

"Oh, I-I do, yeah." Sarah Jane briefly blinked in nostalgia. "I preferred it as it was, but, uh…it'll do."

"I love it." Clara grinned, patting the console affectionately. Then, Clara nudged the Doctor, who looked at Sarah Jane nervously. "Ask her." She whispered.

He straightened himself up. "Um…we're about to head off, but…you could come with us." He offered.

Sarah Jane glanced between them and her answer came in a small smile with a sigh, shaking her head. "I can't do this anymore." Their faces fell with disappointment. "Come on, you don't need me. Judging by your actions earlier, you're doing pretty well by yourselves." They cowered a bit with a blush and Sarah Jane chuckled. "Besides, I've got a much bigger adventure ahead. It's time I stopped waiting for you and found a life of my own."

Despite their disappointment, they both nodded. "Fair enough." The Doctor said.

"Can I come?" Mickey perked up, earning puzzled looks from the duo. "Not with you," He motioned to Sarah Jane, who was also blinking in puzzlement. "I mean, with you two. Because, I'm not the tin dog and I want to see what's out there." The duo cocked their eyebrows at each other.

"Come on." Rose implored. "He'd love it out there, and you'd love him on board too." They still stared at each other in contemplation.

"Oh, go on, you two." Sarah Jane sighed. "Sarah Jane Smith…" She motioned to herself. "Mickey Smith." She motioned again. "You need a Smith on board."

They both smirked at that. "Okay then. We could do with a laugh." The Doctor quipped. Mickey whooped a bit, making them roll their eyes with a smirk.

"Well…I'd better go." Sarah Jane perked up. "Take care of yourselves, all right?" Rose and Mickey gave a small salute which Sarah Jane returned as she went to exit the TARDIS, the Doctor and Clara following her to step outside. "It's daft, but I haven't ever thanked you for that time and like I said, I wouldn't have missed it for the world."

"Something to tell the grandkids?" Clara remarked.

Sarah Jane sighed. "Oh, I think it'll be someone else's grandkids now."

"Right." The Doctor nodded. "Yes, sorry. I didn't get a chance to ask. You haven't…there hasn't been anyone…you know?" He stammered out.

"Have you found someone?" Clara clarified, and he gave a grateful nod.

"Well…there was this one guy. I travelled with him for a while, but he was a tough act to follow. Besides, in the end, he moved on and found someone who's definitely more than a match for him." Sarah Jane said earnestly. They both blinked at that and she smiled. "Goodbye, Doctor."

"Oh, it's not goodbye-"

"Say it, please." Sarah Jane interrupted him. "This time say it."

"Goodbye…" He beamed at her. "My Sarah Jane." At that, he wrapped her in a hug, almost literally hauling her off her feet before letting her relax back onto the ground.

Sarah Jane turned to Clara and wrapped her in a hug. "Goodbye, Clara."

"Goodbye, Sarah Jane." Clara returned as they parted.

"Find me, if you two need to one day. Come find me." Sarah Jane said.

"Where do you live now?" The Doctor asked.

"13 Bannerman Road." They blinked at her.

"And…where is that?"

"Ealing."

"Ealing?" The Doctor remarked. She nodded, and he shrugged. "Okay, you do you." They moved to the doors of the TARDIS and stepped inside. "See you around." The Doctor winked. Sarah Jane, who closed her eyes to take a small breath, missed the Doctor and Clara sharing a wolfish grin as they closed the doors and piloted the TARDIS away.

Sarah Jane sighed, watching with a soft smile as the TARDIS dematerialised, the groaning sound of its engines rustling around, wind billowing and blowing the leaves on the pavement. Sarah Jane however started to blink. As the TARDIS left, it seemed to be leaving something behind. Something small. When the TARDIS disappeared completely, it became clear and Sarah Jane beamed with joy. "K-9!"

A newer and much improved K-9 rolled over to Sarah Jane. "Mistress."

"But you were blown up." Sarah Jane said as she knelt in front of K-9, petting his head affectionately.

"The master and mistress rebuilt me. My systems are much improved with new undetectable hyperlink facilities."

Sarah Jane shook her head, grinning as she did. "Oh, they replaced you with a brand-new model."

"Affirmative."

"Yeah. He did that a lot. But I guess that might have changed now. Clara might be sticking around for good." Sarah Jane quickly placed a kiss on K-9's head before she stood up. "Come on, you. Home. We've got work to do." And with that, they turned and walked away, leaving the park towards her car, to begin their new life.


AN: Whew, that was a bit of a rollercoaster. Well…it's not liked the next one will be any better. ;) I must say, I didn't expect to have so much fun writing Mr. Finch, but he was an utter blast. Anyway, as always, thank you for reading and please leave a review if you wish. :)