Mr. Flinch, the headmaster of a very mysterious school, descended down a flight of stairs and rounded a corner. His destination was a very simple one for a very not simple man. That destination was the headmaster office, his office. At first, he walked right past the bench, but then he paused and look back, his gaze stopping on the delicious, if a bit thin, girl sitting on the bench.

"What do you want?" He asked her sharply. Really, he had every reason to be irritable. He had to put up with stupid children. He had to do everything.

The girl stared at the floor, puzzled about why she was sent to see Mr. Flinch, "The nurse sent me, sir. I was in English and I got a headache." She muttered out. Though nobody else seemed to experience anything amiss, she always had. Today had been one of her worse, so her teacher had kindly suggested that she go to the nurse, and now her she was.

Mr. Flinch, seeing no point in the girl, snapped out, "Then don't bother me, go home."

At the mention of 'home,' the girl made an odd face, "I can't."

"Why? Is your mother at work?" Mr. Flinch was a smart man, which is why he had quickly figured out the better use for the girl, something that the nurse had also figured out.

The girl shook her head, "I live in Ambrose Hall. The children's home." She admitted.

This time Mr. Flinch spoke kindly, "No parents. No one to miss you?" the girl shook her head, "I see why the nurse sent you. You poor child. Poor...thin, child. Come inside." He turned to his office and the girl obediently stood up to follow him.

Opening the door, he said kindly, "It's nearly time for lunch." The door shut firmly behind the two.

If anyone had happened to walk by, they would have heard screeching and flapping within and the sound of the thin girl from the bench screaming in agony.


At the sound of the bell ringing, the new teacher for Physics sent the kids who had been in his class out and waited for the new ones. Across the hall, the equally new teacher for History was doing much the same.


For the History teacher, a young girl, twin to the girl with the headache, sat down silently. Her eyes were rimmed in red from tears she had shed. Her sister, Nina, had not been seen for three days. Of course the people running Ambrose Hall didn't care. Why should they? All she had been to them was another mouth to feed.


Meanwhile, in Physics, a boy named Kenny headed into the lab and sat down at a bench. Having gone to check on the History teacher, the Physics teacher walked into the room. His white scuffed up converses gave the child a bad impression. That impression was only built up by his brown hair which was spiked up and the way he plonked his bag onto the desk.

"Good morning, class. Are we sitting comfortably?" the Doctor grinned widely at the students.


"Alright class." Kayla clapped her hands together.

Much like the Doctor's bad impression on the Physics students, the new History teacher did not look like anything special. Her hair was rumpled, there were bruises under her eyes, and the clothes she was wearing was just a wrinkled sweatshirt, worn jeans, and well-worn shoes.

"Your last teacher left notes before she took off. You guys are far behind." Despite how amazing they were in their more 'practical classes' in History and English they were barely scraping by, and the class that the ex-Time Agent was teaching just happened to be the worse.


The Doctor scrawled the word, 'Physics' in all caps on the whiteboard. With a flourish, he underlined the letters.

"So. Physics." He replaced the cap of the marker carefully and then chucked it down on his desk, "Physics. Eh? Physics. Phyyyyyyyysics. Physics! Physics. Physics, physics, physics, physics, physics, physics, physics." While the class looked bemused, the Doctor sniffed purposefully, "I hope one of you is getting all this down. Um, 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?"

From all he had researched, it did not surprise the Time Lord when a boy raised his hand to answer the very complex question.

"Yes - uh, what's your name?" the Doctor asked.

The boy put his hand down before he answered, "Milo."

Clapping his hands together at the name, the Doctor ordered, "Milo! Off you go."

As if it was a simple as 2+2, Milo answered, "They'd repel each other because they have the same charge."

"Correctamundo! A word I have never used before and hopefully never will again." The Doctor stated. Privately he was impressed, but he didn't show it.


Kayla was thoroughly annoyed with the class. When she had asked if they knew who the Mexican Leader was during the Texas Revelation, a boy had snootily said, "Bob the Builder." Despite not knowing who the hell Bob was or is, Kayla knew that that wasn't the answer.


The Doctor was growing worried. Milo had answered his next question, which was measuring the electricity flowing through a coil of wire that was in water. A few college students would have had trouble with that.

Hiding his worry well, the Doctor said, "Right then, Milo, tell me this; true or false - the greater the dampening of the system, the quicker it loses energy to its surroundings."

"False." Milo answered readily, no pause to think it over.

"What is a non-coding DNA?" the Doctor asked.

Once again, Milo never paused, "DNA that doesn't code for a protein."

The thing about all the questions the Doctor had been asking was that they were all completely different from each other. So yet again, the Doctor asked a random question, which was, "Sixty-five-thousand-nine-hundred-and-eighty-three times five?"

No hesitation came from Milo as he stated, "Three-hundred-and-twenty-nine-thousand-nine-hundred-and-fifteen."

The students gaped at Milo, who, until now, had never answered a question. Not once. Yet now this odd teacher had come in and was asking so many impossible questions. The smart kids seemed impressed at them, but everyone else was just disturbed.

The Doctor decided to ask one answer that Milo wouldn't know the answer to. That question was, "How do you travel faster than light?" He smirked just a tiny bit at the pause that followed.

But the pause didn't go on for long, "By opening a quantum tunnel with an FTL factor of 36.7 recurring." Though Milo had displayed no emotions through the questions, he seemed pleased when the Doctor's mouth dropped up a bit.


Kayla, however, had a completely normal class. Not one of the students said something odd, instead they were just normal kids. Stupid and incredibly dull. Pleased at her discovery, Kayla dismissed the class when the bell rang and waited for the next class.

When lunch time rolled around, Kayla hurried over to the Doctor's Physics class. Expecting the Doctor to be grinning widely, he seemed trouble, but despite Kayla's best attempts to get it out of him, he stayed silent. Knowing that he would eventually tell her, she stopped when the Doctor had told her, snapped really, to, "Leave it."

As the two made it through the lunch line with unpleasant look dinner ladies spooning food roughly onto the people's plate, Kayla glanced down at her hand to study the new object on her finger. Needing a reason to be publicly affectionate, the Doctor had decided that the two were engaged. Kayla was perfectly fine with that, especially since she got to use the last Harkness while the Doctor went with John Smith.

Only when the Doctor nudged her with his foot did Kayla come out of her daydream, and oh how thankful she had. Because in the line of unpleasant ladies, on familiar one stood out. Her face scrunched up in annoyance at the two smirking broadly at her.

Rolling her eyes, she roughly spooned down some mashed potatoes.

At a table about ten minutes later, the Doctor and Kayla both speared a chip on their fork and nibbled it. While the Time Lord just looked at it disgustedly, Kayla gagged and threw the fork onto the table.

"These are worse than the ones at the Luna Academy!" She cried out.

The Doctor started to laugh at her reaction. Between said laughs, he asked, "There was bad food at the Academy?"

Kayla nodded, "For the first three months I was there at least. Then they got a Focaria." The Doctor and Kayla both grinned at that and Rose, who was in hearing shot, hurried over.

Pretending to be cleaning, she asked, "A what?"

"Special kind of alien that's an excellent cook, but never mind. Instead, could you just get that bit of gravy, it growled at me." She pointed at it with her fork.

Rose rolled her eyes and wiped the general spot Kayla had pointed at, muttering, "I'll show you a growl."

The Doctor, clearly loving the show, cut in, "No, no - just there."

Rose quickly wiped the gravy away and growled out, "Two days, we've been here."

"Blame the idiot, he's the one that put us up to it. Though, I have to admit, he was right. A girl in my class, Macy, she and her twin live at Ambrose Hall." Seeing Rose's and the Doctor's confused faces, she added in, "The local children's home. Anyways, her twin hasn't been seen in a few days. The last time anyone saw her was her English teacher who had sent her to the nurse."

Looking troubled, the Doctor put in, "Boy in class this morning - got a knowledge way beyond planet Earth."

Rose, who had been eyeing the chips, asked, "You eating those chips?"

Kayla made a face and shook her head while the Doctor sighed, "Yeah, they're a bit...different." At the look Kayla gave him, he paled and quickly passed his tray over.

Helping herself to one, Rose groaned in delight, "I think they're gorgeous. Wish I had school dinners like this."

"I'm glad I didn't." Kayla remarked, eyeing the chips nervously. Rolling her eyes, Rose sat down.

The Doctor squinted around the place, "It's very well behaved, this place." He noted and Kayla nodded.

Rose just moaned out, "Mm."

"I thought there'd be happy-slapping hoodies. Happy-slapping hoodies with ASBOs. Happy-slapping hoodies with ASBOs and ringtones." The Doctor smiled at Kayla, who, despite still eyeing the chips that Rose was quickly eating, smiled back, "Yeah? Yeah? Oh, yeah! Don't tell me I don't fit in."

While Rose ate her chips, and the Doctor and Kayla flirted, a dinner lady approached the table with a sour expression on her face, "You are not permitted to leave your station during a sitting." She told Rose sharply.

Getting to her feet quickly, Rose motioned to the two, "I was just talking to these teachers."

The Doctor and Kayla smiled cheerily, "Hello!" the Doctor called, casually placing his arm around Kayla's shoulder.

Lowering her voice, Rose winked at the two before telling the dinner lady, "They don't like the chips."

Somehow, the dinner lady's face grew sourer, like the fact that Kayla and the Doctor didn't like the chips was a personal crime, "The menu has been specifically designed by the headmaster to improve concentration and performance. Now, get back to work." She nearly spat. Looking very pissed off, she stalked away.

Rose started to walk away from the table, "See? This is me." She gestured down at her uniform, "The dinner lady." She finished, sounding not too happy about her job.

Rolling his eyes, the Doctor grinned cheekily, "We'll have the crumble." He ordered, and then winced when Kayla punched him in the arm.

Rose sighed, "I'm so gonna kill you." She threatened lightly.

She returned to her station, all too aware of the Doctor and Kayla laughing loudly.

The laughter, however, didn't keep up when a black teacher known as Mr. Wagner, approached a girl sitting a few tables away.

"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." He told the girl, who, unlike most kids, looked very pleased at the news, "Kenny? Not eating the chips?"

Kenny looked horribly ashamed as all the other kids looked over at him, "I'm not allowed." He mumbled into his home-made dinner.

Rolling his eyes, Mr. Wagner moved on, "Luke - extra class. Now." At his order, Luke and several children followed him out of the room.


Above, on a balcony that was in plain view, Mr. Finch watched the teacher walked away. His sharp gaze turned to the Doctor and Kayla who were watching Mr. Wagner and children leave.


In her head, Rose kept a running string of complaints as she washed the many trays. Behind her, a dinner lady hissed out, "Careful...keep it steady...don't spill a drop." Blinking at the usual orders, Rose turned to see a few dinner ladies carefully wheel in a barrel of what appeared to be oil. For some odd reason, they had masks, goggles, and gloves on.

Bored out of her mind, Rose watched the group. The dinner lady continued to hiss out orders, "I said keep it steady. Careful...that's it...easy now...steady..." The blond nearly cursed when her mobile rang, but no one noticed, "Right, second barrel - quickly now!" Seeing that the same thing was going to happen, Rose slowly took her phone out and answered it.

"What you got?" She whispered into it.


In an internet café, Mickey sat at a table using his laptop, "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. I can't get any photos, 'cause then it gets all classified and secret. Keeps locking me out." On his screen, the same annoying ass message, 'Torchwood - Access Denied' flashed in bold red letters.


Continuing to keep her voice low, Rose nodded, "Tell you what, though - three months ago, turns out all the kitchen staff were replaced." Once again, she watched them wheel another barrel of oil into the kitchen with what seemed like unnecessary caution, "And this lot are weird." She remarked.


"See, there's definitely something going on. I was right to call you home." Mickey said jubilantly, just suppressing the want to punch his fist in the air.


"I thought maybe you called me home just to...well, just to call me home." Rose said coyly.


Mickey grinned, "Do you think I'd just invent an emergency?" He wondered.


Rose started to grin too, "Well, you could've done!"


"That's the last thing I'd do."


"Watch it!" A dinner lady cried out suddenly.


"Because every time I see you, an emergency just gets in the way—" Mickey continued without any answer from his sometime girlfriend.


The barrel of oil toppled over and onto one of the dinner ladies who started to scream in agony. Smoke started to come off her body.

Shocked Rose left Mickey with a hasty, "I've gotta go." And snapped her phone shut.

"Get her up, get her up!" A dinner lady ordered and the others hoisted the literally smoking dinner lady.


Blinking, Mickey asked into the silent phone, "What is it?"

The dinner lady covered in oil was carried into the office, all the while wailing in pain. Curious, Rose tried to see through the partition but the blinds were swiftly drawn.


Hearing a click, Mickey sighed deeply and closed his phone.


Her hands slightly shaking, she fumbled with her phone as she dialed 999. The head dinner lady emerged from the office and pulled her goggle down around her neck, and leaned against the doorframe.

Eyeing Rose suspiciously, she asked sharply, "What're you doing?"

Not looking up, Rose answered, "Calling an ambulance."

"No need. She's quite all right." The dinner lady reassured.

Rose hung up her phone only to flinch at the sound of something bursting into flames from the office. That was then followed by the sound of something smashing and finally a billow of smoke was expelled from the room.

Despite all that, the dinner lady didn't even flinch, "It's fine. She does that." She stated comfortably.

She went back into the office leaving Rose completely confused. She moved closer to the barrel of oil for a closer look. What the hell happened?


In the computer lab, Mr. Wagner made his way to the front of the room. The children were already at their computer terminals when he faced the class, "I'd like you all to put your headphones on now, please." He ordered, making it very clear that they didn't have a choice, "Now, children...the things you will see..."

He pressed a key on his own keyboard. The children raised their hands to their keyboards and started to type at an unnaturally fast pace, eyes locked on their own screen. A green light from some sort of code that scrolled down their screen lit up their faces. Mr. Wagner watched the students and smiled ever so slightly.


Mr. Finch and a middle-aged woman with brown hair and brown eyes descended down a flight of stairs, talking.

"My improvements aren't confined to the classroom. Oh, no, no, no, no, no. We've introduced a new policy. School dinners are absolutely free. But compulsory. Do try the chips." He explained with an unnatural smile.

The woman nodded at what he was saying, "Oh, I'd love to - thank you! And it's got to be said, the transformation you've brought about is amazing. I mean, maybe you're working the children a little bit too hard now and then—"

"Hmm?" Mr. Finch asked sharply, interrupting what the woman was saying.

The woman continued, "But I think good results - they're more important than anything." She smiled winningly.

"Exactly. You're a woman of vision, Miss Smith." He complimented, and then smiled a thin, creepy smile.

Eyeing the building, Miss Smith nodded, "Oh, I can see everything, Mr. Finch. Quite clearly."


Despite lunch being an hour before, the Doctor was nibbling on a biscuit in the Staff Room. Kayla sat next to him and drank from a cup of tea while a teacher paced up and down before them, speaking, "But yesterday, I had a twelve-year-old girl give me the exact height of the Walls of Troy...in cubits."

Kayla and the Doctor exchanged a look, "My students couldn't care less." The teacher waved his hand at Kayla.

"Just throw some math questions in there and they'll become tiny robots." The teacher dismissed.

The Doctor leaned forwards, "And, it's ever since the new headmaster arrived?" he questioned.

The teacher nodded, "Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot." He nodded over at the group of smart looking teachers conversing together and avoiding the normal ones, "Except for the teachers you two replaced, and that was just plain weird, them winning the lottery like that." The teacher told them.

Kayla winked at the Doctor, "Some people get lucky." She told the teacher evenly.

"They never played! Said the ticket was posted through their doors at midnight." The teacher exclaimed.

The Doctor popped another biscuit into his mouth and then handed one to Kayla, who nibbled on it, covering a secretive smile, "Hmm! The world is very strange." The Doctor remarked.

Mr. Fitch entered the room with Miss Smith in tow, "Excuse me, colleagues - a moment of your time." the Doctor glanced over, and gasped. Eyes widening, he stood up and just stared at the woman. Equally as shocked, Kayla got to her feet and gaped at the woman.

"May I introduce Miss Sarah Jane Smith. Miss Smith is a journalist, who's writing a profile about me for the Sunday Times." After her introduction, Sarah Jane smiled at the teachers. Still in apparent shock, the corner of the Doctor's mouth started to turn up to a smile. Kayla, on the other hand, continued to gape, "I thought it might be useful for her to get 'a view from the trenches,' so to speak. Don't spare my blushes." Turning stiffly, he walked away.

Sarah Jane caught the Doctor's eyes, and, probably because he was smiling and Kayla was gaping at her, she approached him, "Hello!" She greeted.

The Doctor unfroze, "Oh, I should think so!" He stated. Also unfreezing, Kayla rolled her eyes and punched him lightly in the shoulder.

"Don't scare her." She whispered to him.

Sarah Jane laughed, "It's quite alright. If you don't mind me asking, who are you two?" she smiled at the two, just a tad bit unnerved by the spikey haired man not taking his eyes off of her.

His girlfriend, because the way they acted around each other left no other option except for marriage or engagement, and the girl's left hand was in her pocket so she saw no ring, seemed perfectly okay with how the man was acting.

"Hm? Uh, Smith. John Smith." The Doctor stuttered out, and then, as if he had only just remembered, wrapped his arm around Kayla's waist, "And this is Kayla Harkness, my fiance." Kayla smiled and placed her hand out. Seeing this, Sarah Jane shook it somewhat absentmindedly.

"John Smith? I used to have a friend who sometimes went by that name." she remarked.

The Doctor smiled, "Well, it's a very common name!" He stated.

Sarah Jane started to smile wistfully, "He was a very uncommon man." She reminisced. Smiling softly, she held out her hand, "Nice to meet you!"

The Doctor shook her hand quickly, "Nice to meet you! Yes! Very nice! More than nice - brilliant!" he exclaimed.

Not wanting to leave the two, Sarah Jane asked rather awkwardly, "Um...so, um, have you worked here long?" She tilted her head, trying to appear as interested as possible.

For some reason though, she actually was interested. She wanted to find out more about John Smith. Kayla Harkness…she had heard the name somewhere, but otherwise she was just another face. John Smith though, she was drawn to him.

The Doctor, still smiling stupidly, seemed unable to speak. Seeing this, Kayla supplied, "No, it's only our second day."

"Oh, you're new, then? So, what do you think of the school? I mean, this new curriculum? So many children getting ill - doesn't that strike you as odd?" Sarah Jane questioned.

The Doctor grinned, "You don't sound like someone just doing a profile." He somehow managed to note.

Sarah Jane smiled back, "Well, no harm in a little investigation while I'm here." She dismissed.

Kayla nodded since the Doctor had resulted back into the shocked state from before, "No, there's definitely no harm with that. Well, good luck to you." Sarah Jane smiled and walked away to meet some of the other teacher.

"Good for you. Oh, good for you, Sarah Jane Smith." The Doctor whispered, so very proud of Sarah Jane Smith, his Sarah Jane Smith.

Not a few minutes later, the bell rang.


The corridors crowded with students while the Doctor and Kayla made their way through the swarm, a vague smile and a faraway expression on the Time Lord's face while Kayla led him.


Kenny watched a couple of his fellow students, people who he had once called his friends, now walked up the stairs, obviously eager for their next class. Once upon a time they had all complained about their teachers and the homework, but now he was odd for doing it. Mr. Wagner and all the new teachers were so cool and smart. Sighing, he started to follow them when he paused, hearing odd flapping noises coming from a nearby "new" and "improved" classroom. Seeing that that was much more interesting than their next class, he followed the sound cautiously.


In the computer lab, Kenny crouched to peer under one of the desks. His eyes widened when he realized that he was looking at a horrible bat-like creature. Terrified, he straightened up, the sound of its screech ringing in his air. Instead of seeing it about to leap over the desks and attack him, Mr. Wagner was straightening up. But something was not right…his neck clicked when he moved it and his eyes were…well they were glowing.

"This isn't your classroom, Kenny. Now run along." The way he said it was deadly soft, making Kenny turn on his heel and run. Behind him, Mr. Wagner watched him, his eyes starting to narrow.


The school day and then the official day fell to night and Sarah Jane shined her torch into a classroom. Seeing that the coast was clear, she hoisted herself inside.


Kayla pointed her sonic blaster at a fire door and smirked when it disappeared. Sighing, the Doctor followed her through it. His mouth gaping, Mickey had to pulled by Rose.

"How are you going to put it back?" the Doctor asked Kayla, who rolled her eyes.

"Like this." Making a big show of it, she turned and pointed her gun at the spot where the door used to be. Like before, a line of green squares shot out of the tip and replaced the door.

Unlike Mickey, Rose was enamored by the dark corridor, "Oh, it's weird seeing school at night. It just feels wrong." She remarked. Mickey made a motion akin to a nod.

The four made their way down the corridor, Kayla in the lead, "When I was a kid, I used to think all the teachers slept in school." Rose continued.

"All right, team." Kayla started.

The Doctor, who was pouting behind her, suddenly whined, "Oh, I hate people who say 'team.' Say 'gang…' no, 'comrades.'" Rose and Mickey both looked at the Doctor.

Rolling her eyes, Kayla continued, "Rose, go to the kitchen and get a sample of the oil. Be careful, we don't know what it is. Mickey, the new teachers are Maths teachers, in fact, they're all Maths teachers, so go and check out that department. The Doctor and I are going to check Finch's office. Remembering, be back here in ten minutes." The Doctor and Kayla took off to the stairs.

Annoyed with the two taking off, Rose fiddled with her sleeve, "You gonna be all right?" She asked Mickey awkwardly.

"Me? Please. Infiltration and investigation? I'm an expert at this." Mickey strode away with purpose, ignoring Rose standing there with a probable smirk on her face. Stopping, Mickey turned around and headed back to the blond, "Where's the Maths department?"

Rose pointed to the opposite direction, smirking, "Down there, turn left, through the fire doors, on the right." She told him.

"Thank you." Mickey sighed, and then walked to the Maths department.


Kayla led the Doctor down a dark corridor. Their brow's where both furrowed at the odd screeching and flapping noises in the distance. Pausing for a moment, they both nodded to each other before heading to the noise.


Sarah Jane had wished a lot of things in her lifetime. She wished the Doctor had never left her behind, she wished she hadn't aged, she wished she was less lonely, and above all, she wished she had never found out about Mr. Finch's odd school. Of course he had to have creepy thin smiles and odd students and even odder staff.

Keeping silent, she started to pick the lock to Mr. Finch's office. Suddenly, she heard a bang followed by a hellish screech. Her eyes widening, she spun around only to hear the sounds coming closer, therefore growing louder. She took a sharp intake of breath and backed down the corridor.


In the kitchens, Rose took the lid of the barrel of oil and spoons some of the green liquid into a small jar. A shadow passed over her which was followed by a screech. Growing scared, she looked up sharply.


Sarah Jane backed into a maintenance closet and slammed the door. She turned slowly and…no…it couldn't be.

But it was, for there, looming in front of her, was the TARDIS.

In shock, she backed out of the room, unable to believe it.

Staring at the closed door, somehow she wasn't surprised to see John Smith, obviously the Doctor, and Kayla Harkness, his obvious companion, watching her, "Hello, Sarah Jane." The Doctor greeted.

Sarah Jane looked at the two, "It's you. Oh...Doctor..." she whispered. A smile started to appear on her face as she edged towards the two, only having eyes for the Time Lord, "Oh, my God, it's you, it's...it's... you've regenerated." She breathed out.

The Doctor nodded, and, without really thinking about, placed his arm firmly around Kayla's waist, "Half a dozen times since we last met."

Sarah Jane swallowed hard, seeing the arm, and knowing what it meant, "You look...incredible." She whispered, already feeling guilt for how she felt for the man.

The companion, Kayla, smiled softly, seeming to realize what was going through the other's mind, "You don't look bad yourself." She commented.

Sarah Jane shook her head, "I got old." She stated simply. Still in quite a bit of shock, she edged around the Doctor, taking in his new, younger body, "What're you doing here?" She asked.

The Doctor rubbed the back of his neck awkwardly, "Well...UFO sightings, school gets record results - I couldn't resist. What about you?"

"Same." The three laughed, but Sarah Jane's smile faltered and she sounded horribly close to tears when she spoke again, "I thought you'd died. I waited for you and you didn't come back, and I thought you must've died."

Kayla stared down at the floor, feeling more awkward by the second. Nonetheless, she listened as the Doctor answered, "I lived. Everyone else died."

Sarah Jane shook her head, unable to understand, "What do you mean?" she wondered.

The Doctor started to answer but stopped, suddenly unable to. It had been so long since he had explained the Time War, and the older he got, the harder it was to answer.

Due to standing next to him, Kayla heard the noise of pain from the Doctor, and very softly answered Sarah's question, "The Time Lords, all of them, are gone because of a War." She felt the Doctor's arm tighten around her, as if the devastated Time Lord couldn't bear to hear what he happened, what he had done.

Sarah Jane shook her head, know understanding why the Doctor seemed so…sadden, "I can't believe it's you." She muttered, only to tense along with the Doctor and Kayla when a high pitched wail sounded through the school.

"Okay! Now I can!" Sarah Jane shouted.

The three all grinning like the children they were inside, they run from the room to find the source of the screaming.

They ran into Rose who was skidding around the corner and into the converging corridor, "Did you hear that?" Rose asked breathlessly. Looking at the Doctor and Kayla, she paused when she saw a middle-aged woman, who was obviously sizing her up, "Who's she?" She questioned sharply.

Kayla winced at the sure to be awkward situation, Sarah Jane had seemed to like her, but Rose…well Sarah Jane was good at sizing people up, "Rose, this is Sarah Jane Smith. Sarah Jane Smith, Rose Tyler." She introduced.

Looking unpleasantly surprised, Rose shook Sarah Jane's outstretched hand, "Hi. Nice to meet you." Sarah Jane greeted with a fake smile plastered onto her face. Turning to the Doctor, she said, "You can tell you're getting older - your assistants are getting younger."

Rose gasped, "I'm not his assistant." She stated outraged.

Kayla shrugged, "I'm his girlfriend." Even though it was true, the Doctor uncomfortably scratched the back of his neck.

Sarah Jane, who had already figured out what Kayla had said, winked at the Doctor, "No? I get you, tiger."

For some reason, maybe because of how she held herself, Sarah Jane Smith did not like Rose Tyler. The way she spoke, how she had looked down her nose at her, sent a shiver of distaste up her spine. Kayla Harkness was…okay. Sure, she would have liked the Doctor to not fall in love with anyone, but he had moved on, and, in a way, she was okay with that. Besides, the Doctor and Kayla fit together, that Sarah Jane could see. They stood close to each other because it felt natural. The fact that the Time Lord had found some he really loved made the old companion feel better.

Not sure what Sarah Jane was doing, the Doctor quickly grabbed Kayla's hand and pulled her with him down the corridor. Rose and Sarah Jane followed the two.


The Doctor had a small guess about who had yelled, and wasn't surprised to find out that, naturally, he was correct. It was, of course, Mickey Smith, the idiot, standing in one of the classrooms surrounded by…a loud of vacuum-packed rats? Well that the Time Lord had expected.

"Sorry! Sorry, it was only me. You told me to investigate, so I - I started looking through some of these cupboards and all of these fell out of them." The idiot apologized, sounding terrified that someone was going to punish him.

Unsure whether he should find this very funny, the Doctor bent down and picked up a few of the rats and handed some to Kayla who examined them silently.

Rose however, just gasped, "Oh, my God, they're rats. Dozens of rats. Vacuum packed rats." She breathed out in shock.

The Doctor turned to Mickey, "And you decided to scream." He accused.

Mickey blushed, "It took me by surprise!" he argued.

Kayla raised an eyebrow, "You sounded like a little girl." She pointed out.

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

"Nine, maybe ten years old. I'm seeing pigtails, frilly skirt." The Doctor continued.

Rose sighed, "Hello, can we focus? Does anyone notice anything strange about this? Rats in school?" She asked a little louder than necessary.

Sarah Jane glanced over Kayla and the Doctor as if wondering if Rose was actually real and not something out of a nightmare. Her face fell when Kayla nodded. Looking back to Rose, the old companion plastered a clearly fake smile onto her face, "Well, obviously they use them in Biology lessons. They dissect them. Or maybe you haven't reached that bit yet. How old are you?" She asked sharply.

The Doctor and Mickey looked worriedly between them. Feeling awkward, the Time Lord wrapped his arm around Kayla's waist. Ever since he had spent the night with her, the Doctor felt more comfortable with his arm around her waist or shoulder, or just holding her hand.

The three winced almost comically when Rose spat back at Sarah Jane, "Excuse me, no one dissects rats in school anymore. They haven't done that for years. Where are you from, the dark ages?"

Needing the horrible show that was playing out in front of him to stop, the Doctor interrupted quickly, "Anyway, moving on." He removed his arm from Kayla's waist and grabbed her hand instead.

Behind him, Rose and Sarah Jane gave each other the dirtiest looks they could manage.

"Everything started when Mr. Finch arrived," the Doctor started, "We should go and check his office." Kayla nodded at the suggestion.

Taking the rat from the Doctor, she chucked it to Mickey who immediately dropped it.


As the four edged down the corridor, the Doctor and Kayla leading, the cat fight started back up, "I don't mean to be rude or anything, but who exactly are you?" Rose asked, her tone making it clear that she meant to be rude.

Sarah Jane rolled her eyes, "Sarah Jane Smith. I used to travel with the Doctor." She introduced rather sarcastically.

Rose glanced ahead at the Doctor and Kayla, who seemed to be listening, shot back to Sarah Jane, "Oh! Well, he's never mentioned you." A flash of pain flew across the old companions face, and, for a moment, Rose felt sorry, but then she felt triumph.

The Doctor stiffened, trying to think up a smart reply. Thankfully Kayla saved him, "Of course he hasn't." She scoffed, making the Doctor stumble, Sarah Jane to feel even more pain, Rose to feel some more triumph, and Mickey to wince for the Doctor, "He doesn't like thinking about the past. Trust me Rose, one day, you'll be the same."

That got Rose to shut up, which gave Sarah Jane ample time to hurry ahead and talk to Kayla and the Doctor.

"So," the old companion started, "who are you, Kayla?" she gave the brunet a quizzical look.

Kayla glanced over at her, "I was kidnapped as a baby. When I three, I was then kidnapped by the Time Agency. Then when I was ten, I officially started to work for them. My first mission was when I was thirteen, I blew up some factories. When I was 19, I went to the Luna Academy for a year. It was great, but then I was called back and, a few days later, my memory was wiped of everything except for the years I had spent at the Time Agency and most of the Luna Academy. The only way I remember now is due to a lot of advanced technology." She explained. Sarah Jane, unsure of how to respond, just nodded.


The Doctor had insisted that he used the sonic this time, mainly because he suspected that they would have to make a break for it, but also because he didn't like guns. At all.

"I've been thinking…" Kayla started.

"Well that's dangerous." The Doctor interrupted, but then went back to his unlocking with a muttered, "Sorry."

Kayla shook her head, "I've been thinking," she repeated, "maybe those rats were food."

Sarah Jane glanced over at the girl and nodded, "But what are they food for?" She pointed out only to get a shrug for answer.

The Doctor poked his head in first, and, after only waiting a few seconds, Kayla did the same.

To Rose, Mickey, and Sarah Jane, all they heard was incredibly strange noises, noises that echoed what they had heard when they had been exploring the school by themselves.

"Rose..." the Doctor whispered, "you know you used to think all the teachers slept in the school...?" While it was pointless, the blond couldn't t help the automatic nod that answered the Doctor's question, "Well...they do."

And, in an odd way, the Doctor was right. Because there, hanging upside down from the ceiling, was bat-like creatures who were also the new Maths teachers.

Opening the door a bit more, Rose, Mickey, and Sarah Jane gaped along with the Doctor and Kayla at the creatures.

As always, Mickey reacted first, "No way!" He shouted out before turning on his heel to run. Worried about her idiot boyfriend, Rose followed, and Sarah Jane did the same. Finally, the Doctor and Kayla left, the latter remembering to close the door.


Unknowing to them, at the sound of the door shutting, one of the bats woke up and screeched.


So, School Reunion! Great episode, and Sarah Jane! Now, after you've read this, please, please go back to the Interlude where I, stupidly, forgot to add the TARDIS' POV!

Thanks for reading, don't forget to review!