The Last of Us

by Miniguard26

The Heart of the Tardis was in Rose, guiding her back to the Doctor to save him. But did Rose's actions end up saving the Doctor in more ways then what she had initially assumed? With the Bad Wolf incident behind them, the Doctor and Rose set about their adventures, unaware of what the Tardis had woken. (Full Summary Inside.)

8. Chapter 7

Hello, this is part one of two, as it turned out to be a much longer chapter then I'd initially anticipated.

Trigger warning for self harm.

---

Chapter 8 - School Reunion: Part One

Headmaster Finch was making his way back to his office when he caught sight of a young student sitting on a chair just next to the door. Tilting his head slightly he made his way over.

"What do you want?" She jumped slightly at his question and looked up at him.

"The nurse sent me, sir. I was in English and I got a headache." She explained and he let out a breath heading toward his office again.

"Then don't bother me, go home." He opened the door just as the girl stood up.

"I can't." That gave Finch pause as he turned back to her.

"Why, is your mother at work?"

The child gazed up at him and shifted moving to hold her upper arm, "I live in Ambrose Hall. The children's home."

Finch paused and turned to face her fully, a ghost of a smile eclipsing his face, "no parents. No one to miss you. I see why the nurse sent you. You poor child. Poor thin, child. Come inside-"

He was cut off as he was bumped into, which caused him to start forward before recovering and turning to the offender.

It was the new janitor, a wiry man with a notorious habit to wear sunglasses inside. Finch bristled up, he hated these new hires, but this one especially.

"Watch were you are going." He snapped and the man tilted his head.

"I was, you jumped out right in front of me." He puffed a breath and adjusted his sunglasses, "kinda rude if you ask me. I already have enough trouble seeing with these things on."

Finch near growled but restrained himself, "well if you take the bloody things off then-"

"What's the girl doing out of class?" Benedict asked pointing at the girl who stared at them with vague amusement.

Finch, reminded of present company straightened and adjusted his coat, "the nurse sent her here. She has a headache." He explained, but Benedict frowned.

"And what, you the magic headache guy?" He raised an eyebrow, "shouldn't the nurse have given her some meds or somethin'?"

Finch bristled up all over again, "I have medicine in my office I was just about to give her-"

"Here, I carry aspirin with me everywhere." Benedict fished a bottle from his pocket and brought it close to his face scrunching up his nose as he read through it. "Yeah, looks like…wait kids can't have this." He then fished deeper into his jumpsuit pockets and pulled out some ibuprofen before unceremoniously unscrewing the top and tossing her a pill that she caught startled. "Take that and skip on back to class." He turned and gave a grin to the headmaster, "after all…time should be spent learning, not milling about…isn't that right…sir?"

Finch stared at him eye twitching slightly and jaw clenched, but finally he let out a breath and adjusted his tie. "Yes. Yes of course." He turned to the girl and waved a hand dismissively. "Go back to class."

He heard a soft yes sir, and thank you sir, before she headed off, but he didn't turn his gaze from Benedict, whose grin had faded, but gaze still held.

"Don't you have something to clean?" Finch finally asked, and Benedict chuckled.

"Yup, job never ends." He leant on his janitors' cart and smirked at him. "Now you can keep more meds for yourself."

"Indeed. You have my gratitude." Finch's voice was monotonous, and Benedict gave a mock two fingered salute.

"Always ready to serve sir." He stood up, "well, I must be off now. Enjoy your lunch." With that he walked off, leaving Finch to watch him go.

He hated that man.

---

This place was loud, that was the first thing K-130 noticed when he had exited the strange blue box. This place called Earth was loud, and there were so many people around, so many people that looked like him, but the Doctor had explained that they weren't like him.

K was different, K was the last of his people. The Doctor had said that he was the last of his people too…but K's people and the Doctor's people were different.

They had been enemies, there had been a war.

And everyone lost.

K still had so many questions, but he hadn't really had the opportunity to ask them. After the lady…the human Rose, after she had showed him where he would be…sleeping, they had gotten ready for bed, he'd been given different clothes and told that they would be going someplace tomorrow.

Someplace called Earth.

Earth was very loud.

But this place was…really loud. There were so many people who looked like him but weren't like him.

The Doctor had said they were children, little humans who were young, and learning. He didn't know what they were learning. He didn't want to ask.

K learned awhile back that questions usually didn't answer anything, he didn't really need to know things. He just needed to listen. So, when the Doctor told him that he was supposed to go be around the human children and pick a few to follow around and listen to. Well, K could do that.

He was supposed to gather information, that was something that made sense, that's something the white coats said was important. Listening, gathering information, and telling his superior. Which he supposed was the Doctor now.

Which was strange, because the Doctor should be his enemy, he was the greatest enemy of the Daleks, and K was a Dalek, so the Doctor should be his enemy. But the man didn't want to hurt him, he hadn't hurt him, nor had he killed him.

The Doctor said he and K's people were enemies, that they fought a war against each other. But K really didn't want to fight the Doctor, he didn't want to kill him either, he and his blonde human friend were nice. They said strange things and took him to loud places, but they were nice. Nicer than the white coats had ever been.

The blindfolded one was strange, he seemed angry and he didn't want to be near K, which was fine, K really didn't want to be near him either. Something about him felt wrong, and K couldn't really understand why.

K had so many questions, but he kept them to himself, it didn't seem like people were going to explain things so, he must not need to know it.

All he had to do was gather information and report it back to the Doctor, they were looking for something dangerous. Something that put these human children in danger. This must've been what Rose was speaking about, he wondered who the dangerous people were. Was it the children? The older humans? He wasn't sure.

Rose's friend, another human named Mickey, had told them that something suspicious was going on at this place of learning. That there was someone dangerous here.

The Doctor, Rose, and Benedict were here to stop people from being hurt. And K was here to help them.

Maybe this is what he was supposed to do now. Help them help people, at least until the Doctor finds a place for him to be.

He just wished things weren't so bright and loud, it was hard to focus, hard to remember, hard to tell who was talking.

Never in any of his days did K think he would be relieved to see the Doctor walk into the room with the many children and many seats.

K's head had been lowered though he was doing his best to listen to the conversations around him, there were so many, and it was so loud, it was very difficult to pick one amongst the many.

His head was starting to hurt, his hands were starting to hurt where his nails were digging into his skin. But when the Doctor walked into the room, the noise around him started to calm, until it fell quiet entirely.

K let out a breath he didn't know he'd been holding.

The time-lord spared him a glance but no words, K figured he would have to tell him the things he'd learned at the end of this day.

"Good morning, class. Are we sitting comfortably?" The Doctor asked.

"Yes sir." K said without thinking, this earned him several looks from the human children, and the Doctor blinked before nodding.

"That's good, I'm glad Leo." He said offering him a smile, K blinked at the title but then recalled, right, that was his designation, the Doctor had said that he would need a human title to blend in with the human children. Rose had said that 130 looked like the number version of the name Leo. K really didn't understand that, but he just nodded when they asked him if it was okay.

Of course, it was okay, they said that it made sense so it must make sense.

The human children stopped looking at him only when the Doctor started writing on the strange shiny white board.

"So, physics. Physics, eh? Physics. Physics. Physics!" The Doctor began to repeat the odd word as he came out from behind the desk to lean on the front of it. K wondered if his programming was erroring like how his casing did sometimes.

"Physics. Physics, physics, physics, physics, physics, physics, physics. I hope one of you is getting all this down." He said and K jolted slightly, was this important? He tried to remember how many times he'd said the word, was it ten? Eleven?

"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?" he asked, and K couldn't help but stare at him with wide eyes…what…what did that…?

K's eyes went to a child as he lifted his hand, the Doctor turned to him, "Yes, er, what's your name?"

"Milo." The child responded, and the Doctor clapped his hands together.

"Milo! Off you go."

"They'd repel each other because they have the same charge." He answered easily, almost disinterested, K stared at him a moment his brows furrowed, what…what did that mean? The same charge? What did that have to do with nylon? What was nylon? He knew electricity turned stuff on, but could they charge things too?

"Correctamundo!" The Doctor cheered, before grimacing, "a word I have never used before and hopefully never will again." He turned and began to pace a bit, "question two. I coil up a thin piece of microwire and place it in a glass of water. Then I turn on the electricity and measure to see if the water's temperature is affected. My question is this. How do I measure the electrical power going into the coil?"

K wanted to answer, he was supposed to answer things asked to him, but was it to him? Was it to every child? Not every child was answering, only one hand raised again. It was Milo…was the Doctor only asking Milo?

The headache and pain in his palms was returning.

"Someone else. No? Okay, Milo, go for it." The Doctor said, and K nearly raised his hand, maybe he was wanting an answer from him?

But Milo spoke before he could, "measure the current and PDs in an ammeter and a voltmeter." K felt his mouth go dry, what was a Pd? An ammeter?

His head was hurting again.

Should he tell the Doctor? The white coats always said to tell them when something was hurting. His hands were hurting, his head was hurting, he could hear everyone breathing. Did humans breathe this much? Why was everything so loud? Why was this planet so bright? Why can't someone turn down the big sky light? It was bleeding through the glass boxes, and it was too bright.

K swallowed and shoved his hands into his lap staring down at the strange table with the strange markings in front of him. His head was throbbing. Maybe if he didn't look at the bright blue ceiling light, if he ignored the obnoxious breathing from the human children maybe his head would stop hurting.

"Two to Milo. Right then, Milo, tell me this. True or false. The greater the dampening of the system, the quicker it loses energy to its surroundings." The Doctor's voice carried over the sound of breathing and K did his best to listen to it. He would have to tell him of his ailment after he was done speaking with Milo. Did they grab the stuff that made the pain go away? He couldn't remember, and thinking too hard hurt his head.

"False." Milo's monotonous voice called, and K wished he understood why it was false, was he missing something? Or was this one of the things he wasn't supposed to know?

"What is non-coding DNA?" The Doctor questioned and K jolted slightly, DNA, he knew what that was, the white coats spoke about DNA maybe he could-

"DNA that doesn't code for a protein." Milo spoke before K could so much as lift his head.

K grit his teeth, how did this human child know so much? Why didn't K know any of this stuff? He felt his chest constrict and his breathing come out harder and louder.

Oh great, now his breathing was loud too.

"Sixty-five thousand nine hundred and eighty-three times five?" The Doctor's voice cut through the sound of his breathing and K inhaled, numbers, he knew some numbers maybe-

"Three hundred and twenty-nine thousand nine hundred and fifteen." Milo quipped back disinterested, and K inhaled sharply. His hands and head weren't hurting anymore, but his face felt hot, and his chest was tight. Milo was answering all the questions. But the Doctor was asking everyone, was K going to get into trouble for not answering?

How did K know nothing about this?

Daleks were supposed to be smart, K was supposed to be smart, because they were supposed to be the best.

K didn't like Milo. Milo was not a Dalek, he was a human. He was not like K, K should be better than Milo.

"How do you travel faster than light?" The Doctor asked and K dug his teeth into his lip, it started to hurt, momentarily making the tight feeling ion his chest go away.

"By opening a quantum tunnel with an FTL factor of thirty-six-point seven recurring." Milo answered and K felt his body tensing up. He didn't like Milo, Milo didn't even give K a chance to think about it, he just…he just answered! Would the Doctor be upset? Would he take back what he said about not hurting him? Was K supposed to answer these questions?

Why were his hands so wet and hot?

His eyes fell to them only to blink at the sight of green liquid spilling out from the intentions in his palms. He blinked a few more times and brushed a finger over the liquid, it was so…green…he'd forgotten how green it was.

K tried to pay attention for the rest of the time in this room. But it was difficult. Every-time he saw Milo from the corner of his eye his chest felt tight. Children still whispered and breathed obnoxiously loud around him. The Doctor was rambling on about things K didn't understand. He wanted to listen. He wanted to pay attention, but his head, lip and hands were hurting.

His hand especially were distracting, what had started as fascinating had turned annoying as the green liquid began to get sticky.

Before he knew it, the learning time was over. Children were gathering up their bags, sparing him a few looks, but he ignored them and grabbed his bag. It didn't have a lot of things in it. And the sticky liquid got all over it. But he didn't care. Every move was sluggish. He felt like his limbs were lead.

The human children were leaving the room, speaking to each other and K knew he should pay attention. But he was doing his best to focus on keeping his eyes opened.

He trudged after the other children, his eyes on his feet and the things that covered them. They felt weird, he couldn't feel the ground, he knew they were needed because everyone else was wearing them but-

"K?" His designation made him lift his head, he didn't realize he'd come to a stop.

He turned to look back at the Doctor, the time-lord had his head tilted and was looking over him. Though his eyes lingered on K's hands.

Maybe he liked the color green too.

"Yes sir?" He felt and heard himself mumble, but it felt distant and far away. Like he was in a separate room looking in on the scene.

The Doctor came over and K couldn't even muster the energy to tense up. Instead, he watched the Doctor come to a stop before him.

"You seemed to be upset during class. I know this is probably quite different from what you're used to." He paused and scratched the back of his neck, "maybe having you jump into something like this was a bit much. Especially for your first time out and about."

K gazed at him blinking, "upset?"

"Yeah, you seemed agitated." His eyes fell to K's hands again. "We should get those wrapped up."

This time K looked down at them, opening his palms to reveal the indentations.

"It's sticky." He said, looking up at the Doctor again and the time-lord had lifted his eyes to look him over. K blinked under the analyzing gaze but before he could question it the Doctor spoke again. .

"When blood coagulates, it gets thicker, and stickier." He explained, and K blinked looking down at his hands again.

"Coagulates…" he tossed the word around his mouth a moment before slowly nodding. "The white coats said that word." He looked up at him, "I have information to give you." The Doctor watched him another moment, and K tried not to squirm under what felt like a scrutinizing gaze.

"Okay, talk to me about it later alright? We should get those wrapped and get you to classes." He nodded toward the hallway. "Let's get to the Tardis, it's best if the nurse doesn't see that." He beckoned K to follow, and the dalek obeyed.

---

The Doctor paid a little too much attention to the sound of K's footsteps trailing behind him.

He knew that throwing him into a school with a bunch of children with the inexperience he had was risky, but he wasn't sure if leaving him unaccompanied in the Tardis was the best move either. At least this way they could keep an eye on him.

The injuries were something of note however.

The Doctor wasn't oblivious, he'd seen him all bunched up and bristled in the class, he figured some of it had to do with a bit of overstimulation but there could be other factors he was unaware of as well. Luckily the time-lord only had the one class in the morning, so until lunch, his presence really wasn't needed.

The trek back to the Tardis was quiet, he'd hidden it in a supply closet, and with Benedict being the janitor, he could ensure no one ventured inside unexpectedly.

At the memory of that conversation the Doctor couldn't help but let out a breath, convincing the entity to clean up after a bunch of human children had not been a pleasant task. Rose had expressed some gripes about being part of the kitchen staff as well. But thankfully they'd both given in after some convincing.

As they arrived at the Tardis, the Doctor let K go inside first, sparing a few glances over his shoulder to ensure no one was watching before stepping inside himself.

K had made his way up to the console area and had his held separate from each other as he looked around the large space. The Doctor had a small med kit here, and luckily they seemed to only be minor crescent shaped cuts that were caused by his nails.

Fishing the kit out from a compartment near the console he couldn't help but wonder where the behavior sprang from. Was it on purpose? Something subconscious? He'd been doing it back at the lab as well.

There was still so much they didn't know about their temporary addition. They hadn't really had proper time to fully explain things or figure out where he was mentally aside from some basic information.

Though, he supposed there was no time like the present.

"I imagine you have lots of questions." The Time-Lord ventured as he began to fish the necessary items out of the kit. K jolted from where he stood and looked over to him.

"I…" He trailed, his brow pinching as he seemed to think better of speaking, the Doctor watched him a moment before closing the kit once he got disinfectant and bandages.

"I know it's been a lot all at once. But if you have questions, you can ask me or one of the others here." He said, coming over and sitting in the captain's chair. K turned to face him and stared down at the hand that the Doctor held out. "Put your hand here, I need to clean and wrap them." He explained and after a moment K slowly rested his hand on the Doctor's, palm up.

"Why was the human Milo answering all the questions?" He asked as the Doctor began to clean away the blood that had spilled out over his palm.

"Good question, I was wondering the same thing. The questions I was presenting him he shouldn't have been able to answer…no human should've really." The Doctor's gaze lifted briefly to K's face as the Kaled fixed his eyes on the time-lord cleaning his wound. But he didn't flinch or show any form of discomfort, even as the Doctor cleaned the wounds with a disinfectant. "Did him answering those questions bother you?" He let the question hang as he turned his attention back to the wounds.

"Yes." K paused a moment and the Doctor let the silence carry, willing him to continue. "I don't understand why I didn't know any of the answers and why a human did."

As the Doctor began to wrap his hand he lifted his gaze briefly, taking in K's pinched brow.

"Well, while he shouldn't have known that much…it's a bit expected that you wouldn't know somethings. Afterall…the white coats didn't really teach you things, did they?" He ventured, and K paused pursing his lips a moment, his brows furrowing further.

"But…I'm supposed to be better. Smarter than them."

"Them?"

"Everyone." He finally met the Doctor's gaze, and the time-lord paused a moment, taking in his frustrated expression. "Cos that's what Daleks are…they're better than everyone."

His free hand fisting up again pulled the Doctor's attention to it.

"That's what they told you?" He questioned as he finished wrapping up his hand.

"Yes sir."

The Doctor nodded before releasing his cleaned and wrapped hand, and then holding up a hand for his other one, K immediately obeyed, placing his hand palm up onto the Doctor's.

"That's not surprising." He paused a moment thinking before taking a breath, "something that's important to understand…is that you aren't a Dalek K…not really." That earned him furrowed brows and a piercing gaze, "your people…they are called the Kalads." He met K's stare, "the Daleks are a version of your people. You aren't one, you're a Kalad." He explained and K stared at him for a long moment before his brows furrowed low.

"I don't understand."

"I know, it's a bit complicated, but please understand this. Most of what those white coats, what those scientists told you was wrong." As the Doctor spoke, K's uncomfortability with the conversation seemed to grow. Which…was fair, perhaps it was too much to overload him with this early on.

This really was the second day they'd even been around him.

The Doctor let the silence hang as K processed what he'd said. Once again, despite the disinfectant the teen didn't so much as grimace. Which could raise some other concerns, but one thing at a time.

When both hands were wrapped, the Doctor stood up and put the remaining supplies away. As he did K remained where he stood, now looking over the bandages.

"If…what they told me was wrong. Then…what is right?" K asked, his voice carrying an edge, the Doctor turned. K was still looking at his hands, though they had now fisted up. "I don't…understand…" his brows furrowed, "I don't understand…anything." His jaw clenched, "I don't know why they keep the big light so bright, why they breathe so loud…how can so many people talk at once and understand each other? What are these children doing here? What are they learning? Who are the dangerous people? The big humans or the little humans? Why does this place look small on the outside but is huge on the inside? Why does everyone look like me…but isn't like me? What is nylon? Why was Milo the only one answering? Were you asking him or everyone? Why do all the papers have weird marks on them? Why…why…." He trailed off panting, and the Doctor watched him for a moment grimacing internally. Perhaps leaving him on the Tardis would've been the best move. He kicked himself for his short-sightedness. Of course, he wouldn't understand, as far as they were aware he was locked up in that laboratory for as long as he could remember.

The Doctor scratched the back of his neck and stole a breath. He set the supplies onto the console before coming over and crouching before the teen. Getting onto eye level with him.

"K," he started pulling K's attention to him, "it's a lot. It's overwhelming, I know, we probably should've let you decompress before shoving you into a brand-new situation. How about we start out with three questions at a time. You ask them, and I'll answer them." He suggested and after a moment K nodded. "Alright, you think of three questions to ask me."

K nodded again before his brow furrowed in thought, there was a moment of silence before he looked up meeting the Doctor's gaze.

"One," he held up a finger, "why does everyone look like me…but is not like me?"

The Doctor thought a moment before nodding, "okay, so, in the most basic answer. You know how your blood is green yeah?" K nodded, "right, well my blood is red." That caused the teen to blink, "and I have two hearts." He pointed to each heart in his chest. "You have one. The humans have red blood, and they also only have one heart." He explained, and K nodded slowly, his brow pinched. "What I mean by different, is that biologically…we are different, but that doesn't mean different is less important. Everyone is equal, we may have similar outward appearances, but internally we are a bit different. Does that make sense?"

K looked to the side quiet for a moment before slowly nodding, the Doctor gave a bit of a smile and nodded in turn.

"Good, what's your next question?"

K looked up and then held up his second finger, "two. What is my purpose here?"

"Your purpose?"

"Like…with the white coats…I was to do as I was told. But…they never told me…why. Or…what they were doing." He paused looking to the side, his brow pinching, and his free hand curling into a fist. "What…am…" he inhaled sharply, "what am I supposed to do?" He finally blurted eyes on the grating under their feet.

The Doctor paused before stealing a breath, "I…I want you to learn." K looked to him, his brow furrowing. "Your purpose, while you are with us. Is to learn, to ask questions. This isn't the lab K; I don't know what they did to you there…but we won't be doing those things. I told you that I wanted to help you. I still do, Rose does as well. And right now, we can help you by teaching you things. Can you do that?"

K nodded after a moment, "I can do that."

"Right, and your third question?"

K paused before lifting his third finger, "you said our people were enemies with each other. And the white coats told me that we exterminate our enemies." He paused looking uncertain, though luckily, he didn't notice the Doctor tensing ever so slightly at the familiar word. "But…you didn't kill me…why?"

The Doctor rubbed his hands together a moment before stealing a breath, "because, killing people is wrong. And I would much rather help people then hurt them. Our people were enemies, yes. But that doesn't mean you and I must be enemies. Okay?"

K was silent for a bit before finally nodding, "alright."

"Good? Good. Now, I have to head back out there, do you want to stay in here? Wait for us to be finished?" The Doctor asked standing up, K however jolted slightly and looked up at him.

"Stay in here?"

"Yeah, you seemed a bit agitated out there."

But K shook his head taking a small step forward, "no, I want to help."

The Doctor looked him over, "you sure?" K nodded again and the time-lord puffed a breath. "Alright, let's head on out then. If you start getting agitated, I want you to come and find one of us three, okay?"

"Okay."

---

After the incident on the first day, things went a bit smoother. The Doctor made sure to keep a closer eye on K, and especially when he was in his class.

Of course, while he was watching their newest addition, he was also trying to make sure the agitated Benedict didn't do something that would get them in trouble.

It was a lot of observing and monitoring.

Luckily most of the time everyone was so exhausted from the things they had do to during the day, the night before there weren't any incidents. He'd mentioned the question thing to both Benedict and Rose just in case K came up to them and started blurting out questions. Though from what he could tell K hadn't approached either of them yet.

This morning he'd gotten another round of questions. This set a lot simpler to answer. K had asked why shoes were necessary, which led to the Doctor explaining how he'd get injuries if he didn't wear shoes, as everything wasn't as clean as it had been in the lab. The teen seemed a little disgruntled but satisfied with the answer. The next question had pertained to video games. That had been a bit trickier to answer but he'd managed to explain it well enough.

Though the final question had the Doctor interested.

He didn't know if it was because K wasn't used to normal food, or not, but he had asked why the chips had tasted so strange. Which led the Doctor explaining taste buds, but he made mental note of it.

Especially as he made his way into the canteen, luckily most of the children had already filtered in so the line wasn't unbearable. It ended up being Rose who slopped a mash on his tray, and the time-lord couldn't help but grin at her disgruntled expression. And the grin carried until he started scanning the canteen for K.

He wasn't surprised to find him in the same spot he had yesterday, he was sitting far back and away from most of the children. He was wearing a pair of earbuds that the Doctor had mysteriously found on the console that morning.

Neither Rose or Benedict had fetched them, so the Doctor could only wonder if the Tardis had done something. When he suggested it, Benedict puffed a breath and said she'd always been sympathetic before grumbling about his job and leaving.

Regardless of their origin, they did seem to be helping, and it wasn't noticeable enough that the teachers or other students could see him wearing them.

Momentarily the Doctor debated joining him, but then thought better, it would probably look odd if he were to go and sit with a student.

They were trying to blend in.

So instead, he made his way to an empty table near the doors. As he caught sight of Benedict shoving a trash bag into a bin grumbling under his breath, the Doctor couldn't help but chuckle slightly.

However, his jubilance was short lived as Rose made her way over to wipe down his table. Though her actual intention became clear as she sent him a glare.

"Two days." She said, the Doctor, however, glanced down to the table.

"Sorry, could you just?" She shot him an incredulous look, but he pointed all the same, "There's a bit of gravy." Despite herself she gave the spot he was pointing to a quick swipe, but she missed it entirely. "No, no, just, just there."

However, she instead tossed in the towel literally and sat across from him, "two days, we've been here."

The Doctor took a chip giving it a quick sniff before taking a bite, he hadn't been able to try them yesterday. When he'd gotten to the canteen Benedict pulled him aside, informing him of the suspicious headmaster. And he ended up missing lunch entirely.

"Blame your boyfriend. He's the one who put us onto this. And he was right. Remember the boy I mentioned? He did it again, he's got a knowledge way beyond planet Earth." He nodded in Benedict's direction, "Ben mentioned that the headmaster was acting really weird around one of the students." Rose pulled a face, "and K said that there was a classroom filled to the brim with computers. Said it hurt his head to walk by it." He explained giving the canteen a once over.

"He doing better today?" She asked as her eyes fell to the chips just as the Doctor grimaced at the taste setting his half eaten piece down.

"Seems to be, the earbuds are helping I think." His eyes had drifted back to K who had left his food untouched but was watching some students chatter, his head tilted to the side. "Though I don't think he's on any fast track in making friends."

"I hope he isn't too overwhelmed." She said, though her tone was distracted enough to make him look over, she was staring down at the chips.

"Rose?"

She jumped slightly before looking up at him and pointing at the chips, "you eating those chips?"

He watched her a moment before waving a hand to surrender them, "yeah, they're a bit different." Rose, however, had no hesitation in scarfing them down.

"I think they're gorgeous. Wish I had school dinners like this." She continued to eat from his tray.

"Interesting, K mentioned they tasted odd." He muttered his brow pinching, Rose pointed a chip at him.

"To be fair, pretty sure everything is gonna taste odd to him." The Doctor only hummed with thought, before he heard a bag rustling. That pulled his attention over his shoulder where Benedict was pulling out a trash bag out of the bin.

"Benedict!" He called causing the entity's head to perk up and look over, the Doctor beckoned him over and after unceremoniously dropping the bag to the ground he came over hands shoved into his pockets.

"I'm not cleaning your fu-"

"Ben!" Rose interjected, "there are children around." She said at a lower tone, he however pulled a face at her before turning back to the Doctor.

"What do you want?"

The time-lord gave a slight eye roll before swiping a chip from his tray and holding it up to him, "try this."

Benedict, however, pulled a face, "why? They smell disgusting." The Doctor raised an eyebrow and sniffed it himself. It did carry a peculiar scent but nothing too horrendous.

Though he knew by now that Benedict's senses far reached even his own.

"Just try it, I'm curious about something." The entity pulled a face but begrudgingly took the chip and snatched a bite of it.

But soon spat it back out into his hand, "god that's disgusting." He spat and Rose's brow's pinched inward.

"What are you talking about? They taste amazing." She ate another one, "I don't know what you two are on about."

"Odd." The Doctor hummed, "the only one amongst us that enjoys them is Rose." He looked to her, "I want you to look into how these are made."

Rose puffed, "it'd be my pleasure. Maybe I can get the recipe."

"Are you finished ruining my day even further than it already was?" Benedict asked dryly, and the Doctor waved a hand dismissively.

"Yes, run along drama queen."

Benedict scoffed, "you try cleaning this place and not bitching about it." He turned away.

"Benedict!" Rose called, but he waved a dismissive hand at her and went back to the trash, tossing the chip into it.

"Is it me or is this place really well behaved as well?" The Doctor asked sending a glance around the canteen, outside of some kids growing a bit uncomfortable with K's staring everyone seemed quite settled and behaved in their seats.

"Mmm." Was Rose's only response whilst eating the chips.

"I thought there'd be happy slapping hoodies. Happy slapping hoodies with ASBOs." He turned back to Rose, "happy slapping hoodies with ASBOs and ringtones. Huh? Huh? Oh, yeah. Don't tell me I don't fit in."

Rose, however, shook her head at him amused.

Whatever she would've said was prevented due to the head lunch lady walking over.

"You are not permitted to leave your station during a sitting." She informed Rose who paused in her consumption to look up at the older woman.

"I was just talking to this teacher." She motioned to the Doctor who gave a little wave.

"Hello."

"He doesn't like the chips." Rose continued and that caused the dinner lady to turn to him fully.

"The menu has been specifically designed by the headmaster to improve concentration and performance." After that spiel she turned back to Rose, "now, get back to work." With that she walked away.

Once her back was turned Rose stood up and huffed, "see? This is me. Dinner lady."

The Doctor shot her a smile, "I'll have the crumble." That earned him a glare that he could only smirk at.

"I'm so going to kill you." With that she headed back to the kitchen.

The Doctor let his gaze drift about until he caught sight of Wagner one of the suspicious teachers walking up to a table with students, adjacent to the one that K was at.

"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 turn full body turned to face one of the other boys, "Kenny, not eating the chips?"

Kenny sat with a Tupperware box that was clearly home prepared, he looked up at Wagner's question. "I'm not allowed."

Wagner watched him for only a moment before he turned to one of the other boys, "Luke. Extra class. Now."

With that both Melissa and Luke follow Wagner as he exited the canteen.

The Doctor watched them go before letting his gaze drift up to the headmaster, he stood on a balcony that resided over the canteen. He watched everything, Benedict hadn't been wrong, he was suspicious. Granted, most of the staff here was.

Soon, however his gaze fell to K, he'd gone to picking at the food on his tray, though seemed disinterested in its contents.

They'd wrapped his hands again this morning they were healing well, pretty well considering how new they were. Some of it could be because of the medicated disinfectant but the Doctor had some suspicions that there was some kind of regenerative progress going on.

With a blink, the Doctor wondered if he should more closely monitor his food consumption. He didn't seem very prompt to get food on his own. Though he supposed that was to be expected.

It'd been a really long time since he'd been around a child for an extended period of time, he'd forgotten the amount of monitoring and maintenance they needed.

The things he needed to tend to, and conversations he needed to have were starting to pile up.

---

Back in the kitchen after the canteen rush had ended, Rose was drying up the washed trays and plates. She didn't forget what the Doctor had asked, but it was a bit unclear how the chips came about, she'd found the cut wedges but not the flavoring that went on them. Nor was there any physical recipe she could find. Eventually she'd been caught snooping and told to tend to the dishes.

This is why she never worked in restaurants.

It was both hilarious and aggravating that despite all her wondrous adventures with the Doctor, somehow she'd ended up washing dishes and working long shifts once again.

She just hoped they'd find out what happened before too long.

Just as she was bemoaning her lot, she caught sight of several of the staff wheeling in a massive oil drum with quite a few strange symbols on the side. They were fully donned in coverings, large heavy duty gloves, breathing masks and all fully covered.

It made Rose wonder if she should be in the same room as whatever that stuff was, it also made her question the logic of having it in a school of all places.

Jackson, the head lead of the kitchen was one of the ones carrying it into the kitchen, "Careful. Keep it steady. Don't spill a drop. I said, keep it steady. Careful. That's it. Easy now. Steady." Every step was careful, if not fearful.

They set the barrel down just as Rose's phone rang, she blinked and dried her hands off on her apron before pulling out her phone.

Given it was Mickey she answered instantly.

"Right. Second barrel. Quickly now!" Jackson called, ushering the ladies out of the kitchen.

"What you got?" Rose asked as she watched them go.

"Confirmation." Mickey said over the line, "I just got into army records. Three months ago, massive UFO activity." At that Rose turned, her back to where they'd exited, "They logged over forty sightings. Lights in the sky, all of that. I can't get any photos, because then it gets all classified and secret. Keeps locking me out." There was the sound of typing as Rose leant against the sink.

"Tell you what, though. Three months ago, 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 glanced around the kitchen letting out a breath.

"First off, I was already coming home, and even if not I thought you rang just, well, just to ring me up." She said hugging an arm around herself.

"Do you think I'd just invent an emergency?" He asked, near sounding offended.

"You could've." She said with a shrug, but Mickey let out a breath.

"That's the last thing I'd do." Rose opened her mouth to respond when the kitchen ladies entered, carrying another barrel.

"Watch it!" Jackson called as it tipped dangerously.

"Because every time I see you, an emergency just gets in the way." Mickey continued, but Rose watched the ladies intently, jolting and straightening as the oil tipped and spilled all over one of the ladies. She started screaming as some kind of steam started wafting off her, Rose's eyes widened as the others grabbed her after straightening the barrel.

"I've got to go." She said hanging up just as the others were hauling up the screaming woman.

"Get her up, get her up!" Jackson said, before the group started hurrying her into the office.

Once inside the blinds were pulled shut and Rose began to redial for an ambulance.

However, just as she lifted the phone to her ear Jackson peaked out of the office and pulled down her mask. What followed the door opening was a puff of smoke escaping the enclosed space.

"What're you doing?" She asked, and Rose blinked.

"Calling an ambulance."

But Jackson shook her head, "no need. She's quite all right." There was a fwoosh sound that was quickly followed by a scream. Rose stared at the lead lady with wide eyes, but she glanced back briefly before turning back to Rose.

"It's fine. She does that." Then she went back into the office as Rose swallowed and canceled the call, lowering her phone.

Her eyes went to where the oil had spilled only to find that whatever substance it was had eaten through the metal of the cart.

"What the hell is that stuff?"

---

Sarah Jane had spent an extraordinary amount of time mourning what happened with the Doctor, but she was not a woman for sitting on her loreals and mourning what once was for the rest of her life.

She had determined awhile back that there were still things she could do to help people, and she would like to think she had become quite accomplished, without access to a time machine or having the brain of an ancient and ever intelligent species. But all the same, the Doctor had lit a fire under her and ever since she had been doing her best to be Earth's defense to the foreign entities that might harm it.

Including an extremely suspicious upending of staff near a surge of UFO sightings. Well, it was just too strange to not look into.

So here she was, gazing at the man that she suspected was behind it all as he explained his improvements upon the school. "Our work here. 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 suggested, and Sarah smiled.

"Oh, I'd love to. Thank you." She turned to her notepad and pointed at some of the information she'd gathered. "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, but I think good results, they're more important than anything." She said, and Finch smiled brightly.

"Exactly. You're a woman of vision, Miss Smith."

That prompted her to smile in turn, "oh, I can see everything, Mister Finch. Quite clearly."

"I'd certainly hope so." Chirped a new voice causing Sarah to turn to the newcomer, Finch however let out a long breath that bordered on annoyed.

The janitor came over leaning over his cart, he seemed young, American, and made the odd choice to wear black sunglasses indoors.

"I saw you drive up; we wouldn't want someone visually impaired on the roads now, would we?" He asked and Sarah let out a slight chuckle, a little bemused by the man.

"Yes, I suppose that is quite important."

"Benedict." Finch started before turning to the janitor, "don't you have something in this very large building to clean?" he asked, and the janitor, named Benedict, puffed out a breath.

"Did that. Then did it again because kids are gross. I'm on break boss. Chill for a sec." He straightened and turned his attention back to Sarah, "it's not every day your occupation gets visited by the press now, is it? We getting a award or something?"

"Not that it is any of your business, but Miss Smith here is documenting the astounding progress the school has made since my tenure here." Finch said dismissively and Benedict puffed a breath raising an eyebrow.

"So, it's a puff piece to boost your ego. Wonderful."

"I would mind you to check-"

"It's not a puff piece no." Sarah cut in, examining the newcomer for a moment. "I'm just here asking a few questions. And if you're on break, perhaps I can ask you some?" She prompted, that earned her a grin from the janitor.

"Oh, I have plenty of time madam." Sarah brightened and took a step forward but Finch intercepted.

"Yes, well we do not have all the time in the world, I must give Miss Smith a tour of the school before the day ends." He said, and Benedict slumped.

"You're a buzzkill."

"And you are on your last legs sir." Finch said his voice sharp; Benedict however just gave a smirk.

"Good."

Sarah glanced between the two men before side stepping Finch and pulling out a business card. She held it out to Benedict.

"I would love to speak with you afterwards, this is how you can get into contact with me."

The janitor leaned in, adjusted his glasses a moment before humming and snatching the card up, he put it in his breast pocket and flashed her a smirk.

"Will do."

"Yes, very good, but we must go now." Finch insisted, near ushering her away from the janitor. Sarah made note of his name, trying to ignore the oddly familiar feeling she got from the odd man.

---

"Yesterday, I had a twelve year old girl give me the exact height of the Walls of Troy in cubits." Explained Parsons to the Doctor.

Said time-lord took a sip of his drink, "and, it's ever since the new headmaster arrived?"

Parsons nodded before glancing around and leaning in, "Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot," then he paused and regarded the Doctor for a moment, "except for the teacher you replaced, and that was just plain weird, her winning the lottery like that."

The Doctor tilted his head, "how's that weird?"

"She never played." The Doctor hid a grimace, it had been a last minute plan, "Said the ticket was posted through her door at midnight."

The time-lord hummed taking another drink, "hmm, the world is very strange."

Whether lucky or unlucky it was unclear, but that's when Finch entered the room.

"Excuse me, colleagues. A moment of your time. May I introduce Miss Sarah Jane Smith." The Doctor straightened and looked over as none other than Sarah entered the room after Finch. He just barely contained his shock, "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. Don't spare my blushes." He said before leaving the room.

The Doctor couldn't help himself as he made his way over, doing his best to contain his bright smile.

Sarah, obviously not recognizing him smiled pleasantly, "hello."

The Doctor did his best to keep the bubbling excitement constrained to just a smile, "oh, I should think so."

"And, you are?" She asked, and despite knowing she wouldn't recognize him the question still startled him.

"Hm? Er, Smith. John Smith." The name gave her pause as she tilted her head slightly.

"John Smith. I used to have a friend who sometimes went by that name." The Doctor adjusted, letting out a breath.

"Well, it's a very common name." He suggested and she nodded but gave a ghost of a smile.

"He was a very uncommon man. Nice to meet you." She nodded and the Doctor couldn't help but smile more.

"Nice to meet you. Yes, very nice. More than nice. Brilliant." He rambled, and she adjusted.

"Er, so, er, have you worked here long?"

The time-lord took another sip of his drink.

"No. Er, it's only my second day." That made her blink.

"Oh, you're new, then." She pulled out a notebook and looked up at him, all basic pleasantries gone. "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?" She asked, and the Doctor couldn't help but raise an eyebrow.

"You don't sound like someone just doing a profile."

She blinked abashed a moment before recovering, "well, no harm in a little investigation while I'm here."

That earned the Doctor's smile again, "no. Good for you." Despite him not answering her questions, she still moved on to speak with the other teachers, he couldn't help but watch her go, feeling his hearts swell. "Good for you. Oh, good for you, Sarah Jane Smith."

---

The day ended, and the sun settled below the horizon soon after. Once they were sure the school was abandoned, the five of them re-entered the school using Benedict's key set.

Something the Doctor was a bit disgruntled about.

"I don't think you actually realize how loud that fucking thing is Doc." Benedict said as he spared a look down the dark and empty hallways. The time-lord let out a breath and joined his side.

"It would've been faster than you trying to find the right key." He argued, but the entity rounded on him.

"I wouldn't have to do that if these stupid humans made their keys distinct enough, or maybe even, I don't know, labeling the damn things?"

They were soon joined by Rose, Mickey and finally K. The teen amongst them had been absolutely fascinated by the fact that the 'blue ceiling light' had 'turned off' and been replaced by 'smaller lights'.

That's when the Doctor realized he'd probably need to explain how the sky worked.

"Well…things have certainly gotten more crowded since I last saw ya." Mickey voiced a slight, if not nervous, chuckle. His eyes flickering between K and Benedict.

K raised a hand, "I'm very new. I was taken by the Doctor two days ago, I'm supposed to stay with them till they find a place for me." He explained helpfully, and Rose grimaced turning to K.

"K…that makes it sound like we kidnapped you; we rescued you…remember?" K blinked at her before nodding and mouthing the word 'rescuing' to himself.

"Right…" Mickey trailed and glanced to Benedict, "and you?"

But Benedict just looked at him and sized him up, "I do not owe you any sort of explanation human. I wasn't even aware of your existence until two days ago."

Mickey winced ever so slightly, "right so…not human." He motioned between the Doctor and him, "are you two like…the same?"

"What?" Asked the Doctor.

Immediately followed by Benedict. "Fuck no."

The two exchanged a look, Benedict's challenging, the Doctor's vaguely irritated.

"No…we look the same, but we aren't the same." Chirped K, "I have green blood and one heart, the Doctor has red blood and two hearts, and you humans have red blood and one heart." He explained helpfully before looking to the Doctor, "right?"

The time-lord blinked a moment before nodding and offering a bit of a smile, "yeah, that's right K."

K brightened before pausing and giving a slight shrug, "I don't know how Benedict is different."

"Good, let's keep it that way." Said Benedict who spared the teen an apprehensive look.

"Alright everyone, lets focus." The Doctor said and Rose nodded letting out a breath and glancing around.

"Oh, it's weird seeing school at night. It just feels wrong. When I was a kid, I used to think all the teachers slept in school." She said and the Doctor nodded.

"All right, team. Oh, I hate people who say team. Er, gang. Er, comrades. Anyway, Rose, K, go to the kitchen. Get a sample of that oil. Mickey, the new staff are all Maths teachers. Take Benedict with you and check out the Maths department. I'm going to look in Finch's office. Be back here in ten minutes." And with that he left.

Rose nodded and turned to K with a smile, "alright, lets get to it huh?" K nodded and she turned to Mickey after sparing Benedict a glance. "You'll be alright." She said, and Mickey nodded puffing a breath.

"Of course, I am, Infiltration and investigation? I'm an expert-" He cut himself off as Benedict started walking away, Mickey blinked but followed, "hey! We're supposed to stick together!"

"Then keep up, I'm not slowing down for your short legs." That made Mickey bristle.

"Short legs? What are you on about you…" their voices trailed out as they got out of earshot. This left Rose with K, she let out an amused breath and turned to her partner.

"You ready?" K looked up at her before nodding.

Together they headed toward the kitchen area, and Rose tried to tell herself the trek there wasn't awkward, but it was silent, and she wasn't much for long stretches of silence between people. K followed just slightly behind her, fisting and un-fisting his bandaged hands. And after a bit she couldn't take the silence any longer.

"So do the earbuds help keep things quieter?" she ventured, and K blinked before looking up at her.

"Yes ma'am." The formal title made her blink and give a little laugh.

"You don't have to call me ma'am…makes me feel old. Rose'll do just fine."

"Okay…Rose."

She gave him a smile at that and he nodded mouthing her name to himself and watching his feet as they trekked on.

They made it to the kitchen shortly after that.

"Okay, I want you to be careful alright. I think it's harmless to humans…but I don't know about you. So don't touch any of the oil alright?" She said and K nodded fisting his hands at his sides. Rose nodded in turn and then went for the barrel still left in the main kitchen area , she grabbed a test tube from her pocket and gave the oil a test poke and when her finger remained unscathed she nodded and scooped some into the test tube.

Closing the cap she turned to K and held it up victoriously, "sample acquired!" K watched her and Rose gave him a smile. "Let's go back to the meetup spot and brag about our swiftness." K nodded and followed after her and Rose couldn't help but feel a little pang in her chest.

Had she seen K smile at all so far? She wasn't sure, but for now she pushed the thought aside. They needed to figure out the situation first.

However, they came to a halt and she shot out a hand to stop K from moving forward when screeches came from above. With wide eyes she looked for the source but found nothing.

"What was that?" K asked and Rose swallowed.

"Dunno, lets go find the Doctor."

---

Was it illegal to break in and enter? Perhaps, but it was for the greater good. So long as she wasn't caught it was fine.

After trying to spot the location of some kind of flying creature she'd caught a glimpse of, Sarah wandered the halls, hoping to either find more of the creatures, or something she had missed during the day. Most of the staff were new, so information had been sparse, and unfortunately that janitor had never given her a call.

So, if she was going to find out anything about these creatures it was going to be now.

Light stretching down the hallway gave Sarah pause, before she turned a corridor and found a door lined with light shining from within. Perhaps it was nothing, but perhaps it was something. All the same she went over and slowly pulled open the storeroom door.

Only to gasp and take several retreating steps as she bore witness to none-other than the Tardis within.

"Hello, Sarah Jane."

That caused the already startled woman to jolt as she turned to face none other then John Smith from earlier, but as he stood there, trench coat and all realization dawned upon her.

"It's you. Oh, Doctor Oh, my God, it's you, isn't it. You've regenerated." She gasped and he offered a ghost of a smile.

"Yeah. Half a dozen times since we last met." He said, and she stole a breath.

"You look incredible." Regeneration was amazing, her mind was still blown by it, especially now as she gazed at a man who looked younger then he'd ever been with her.

"So do you." He said, because of course he'd say something like that.

She couldn't help but scoff, "Huh. I got old." She paused a beat, "what are you doing here?"

"Well, UFO sighting, school gets record results. I couldn't resist. What about you?"

"The same." They shared a knowing smile, one she never thought she'd see again, and she couldn't help but choke back a sob. "I thought you'd died. I waited for you and you didn't come back, and I thought you must have died."

Whatever joy was on his face vanished as his lips thinned, "I lived. Everyone else died."

That gave her pause as she blinked, "what do you mean?"

"Everyone died, Sarah." He said gravely, and she swallowed, making note of that information. Yet all the same she shook her head.

"I can't believe it's you."

And of course, that's when they both jolted, hearing a scream echo through the halls. She looked to him and let out a breath. "Okay, now I can!"

They were about to head off when a young woman and a teen ran up to meet them.

The blond turned to the Doctor, "did you hear that?" Then she caught sight of Sarah, "who's she?"

"Rose, Sarah Jane. Sarah Jane, Rose." The Doctor said hurriedly and for a moment both women sized each other up.

"I'm K-130." voiced the teen softly. Sarah briefly broke eye contact with Rose to look at him and let out a breath.

"Hi. Nice to meet you." She turned to the Doctor, "You can tell you're getting older. Your assistants are getting younger."

Rose bristled up at the comment, "I'm not his assistant."

Sarah looked her over with a raised eyebrow, "No? Got you, tiger."

"Okay, everyone's introduced, lets go see what that was about." The Doctor said, ushering them along.

---

"Sorry! Sorry, it was only me." Mickey said as they entered the classroom. Benedict was leaning against the desk looking bored. "You told me to investigate, so I started looking through some of these cupboards and all of these fell on me."

Rose walked up and grimaced at the sight, "Oh, my God, they're rats. Dozens of rats. Vacuum packed rats." She breathed, and the Doctor turned to Mickey.

"And you decided to scream."

Mickey bristled and turned to him, "it took me by surprise!" He turned to Benedict, "tell him! Tell him it was a surprise!"

Benedict let his head tilt to the side as he sized Mickey up unimpressed, "it was embarrassing is what it was."

"Well, screaming like a little girl can be." The Doctor quipped as K made his way over to the rats, crouching down next to them and tilting his head at the sight.

"It was dark! I was covered in rats!" Mickey retorted and the Doctor shrugged.

"Nine, maybe ten years old. I'm seeing pigtails, frilly skirt." Benedict snorted at that, but Rose turned to them.

"Hello, can we focus? Does anyone notice anything strange about this? Rats in school?" She asked, and Sarah shrugged.

"Well, obviously they use them in Biology lessons. They dissect them." She looked to Rose with raised eyebrows, "or maybe you haven't reached that bit yet. How old are you?"

Rose bristled up and rounded on her as K looked up at the commotion. "Excuse me, no one dissects rats in school anymore. They haven't done that for years." She crossed her arms, "where are you from, the dark ages?"

The Doctor quickly stepped between them before it could escalate. "Anyway, moving on." He sent both a look, "everything started when Mister Finch arrived. We should go and check his office."

The women shared another terse look before following the Doctor out, everyone else trailed behind with Benedict taking up the rear.

As they trekked through the corridor, Rose turned to Sarah.

"I don't mean to be rude or anything, but who exactly are you?"

Sarah blinked before turning to her, "Sarah Jane Smith. I used to travel with the Doctor."

Rose tilted her head, "Oh? Well, he's never mentioned you."

From ahead the Doctor grimaced, "Oh, I must've done. Sarah Jane. Mention her all the time." He said, and Rose hummed.

"Hold on, hmmm, Ben, has he ever mentioned any Sarah Jane?" she asked glancing back at him.

"Rose I don't pay attention to half the stuff he rambles about." He retorted, and Rose sent him a look for not backing her up but turned back to Sarah all the same.

"Yeah, well, not that I can recall."

That made Sarah stop briefly as she looked at the Doctor who winced, feeling her gaze, "what, not even once? He didn't mention me even once?" She asked, but no one answered.

Up ahead Mickey chuckled, "Ho, ho, mate. The missus and the ex. Welcome to every man's worst nightmare."

---

The rest of the walk had been spent in awkward silence, so when they finally reached the headmaster's office, the Doctor felt it couldn't come soon enough. He leaned down by the lock and pulled out his sonic, only for Benedict to appear next to him holding the keys and smirking slightly. The Doctor sent him a look.

"C'mon Doc, we talked about this." He said easily, but instead the Doctor sonicked the lock looking right at him. Benedict puffed a breath but looked amused all the same.

Recovering, the Doctor stole breath, grasping the handle of the door and turning to the others. "Maybe those rats were food."

Rose frowned from where she was, "food for what?"

The Doctor slowly opened the door instead of answering only to freeze as his eyes lifted, "Rose, you know you used to think all the teachers slept in the school? Well, they do."

His statement caused her to come over and peak up at the ceiling with him, and they both bore witness to massive bats hanging from the ceiling. Mickey apparently got a look as well.

"No way!" He said before backing up and sprinting out of there. K watched him go brow furrowed, and as the Doctor was closing the door, he snuck a peak blinking. Once the door was closed, he turned to the Doctor.

"They look different on the outside too."

The Doctor nodded, "indeed they do. Let's get outside before we wake them." K nodded and backed up.

As they exited, the Doctor fell into step with Benedict.

"A warning would've been nice."

"Why did you think I offered to unlock it?" He retorted and the Doctor sent him a look.

Soon they caught up with the others in the school-yard.

Mickey was panting, having been the only one who full sprinted out, "I am not going back in there. No way."

"I'll go back in." Benedict countered with a grin, flexing his hands, "let me at the bastards."

The Doctor sent him yet another look, "no." Benedict groaned as Rose stole a breath.

"Those were teachers."

The time-lord nodded, "when Finch arrived, he brought with him seven new teachers, four dinner ladies and a nurse. Thirteen. Thirteen big bat people. Come on." He turned to head back into the school but Mickey puffed a short laugh.

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

The Doctor turned to him, "I need the Tardis. I've got to analyze that oil from the kitchen."

But that's when Sarah Jane stepped up, "I might be able to help you there." He turned to her curious and she smiled, "I've got something to show you."

---

As they made their way to the parking lot Sarah went up to a sedan opening up the boot and once the contents were revealed the Doctor gasped.

"K9!" He cheered going over to it before turning to the group, "Rose Tyler, K, Benedict, and Mickey Smith. Allow me to introduce K9. well, K9 Mark Three to be precise." He exclaimed and the group took a few steps closer to examine the robot dog.

"Why does he look so disco?" Rose asked raising an eyebrow, the Doctor scoffed.

"Oi! Listen, in the year five thousand, this was cutting edge." He turned back to the dog, "what's happened to him?"

Sarah stole a breath and shrugged, "oh, one day, he just, nothing."

"Well, didn't you try and get him repaired?" He asked, and she puffed.

"Well, 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." She explained, but the Doctor turned to the dog all the same.

"Ooh, what's the nasty lady done to you, eh?" He cooed looking over the robot.

Benedict tensed up and looked over his shoulders before catching sight of one of the bats in the corner of his eye. He made note of it's presence and turned back to the scene, tuning his ears into the sound of the flapping.

"Look, no offence, but could you two just stop petting for a minute? Never mind the tin dog. We're busy." Rose said, her voice barely hiding an edge as she crossed her arms.

"Rose is right." Benedict said, pulling all attention to him, "we need to get inside someplace. And preferably soon." The Doctor's brow pinched but with a slight head tilt from the entity, the time-lord's gaze lifted and he caught sight of one of the massive bats flying right in front of the moon briefly.

"Yes…" he trailed and turned to the others, "who's hungry?" He chirped, "I'm famished, and I'm pretty sure K hasn't eaten anything since breakfast. Let's find someplace yeah? I'm thinking pancakes. I like a good pancake." He closed the boot of the car and went to the passenger's seat. Sarah blinked before hopping to and pulling out her keys. She unlocked the vehicle before pausing and turned to the remaining group.

"There are three seats in the back, someone will have to go in the boot." She said, and Rose glance between the two men next to her.

"You two can figure that out, c'mon K." she said going for the rear door, K blinked before following in after.

Benedict gazed at Mickey for a moment, "I fear the reliability of human constructed vehicles. The back seat has a seat belt, good luck in the boot." Without another word he entered the other side. Mickey stared after him, his mouth agape.

"There is no way in hell you-"

"Mickey!" Rose said, and the man huffed before opening the boot and doing his best to climb inside.

"Careful around K9 please! He's delicate!" Sarah called, and Mickey grumbled under his breath but maneuvered around the robot dog. Before reaching over and closing the boot with a huff.

---

They arrived at the coffee shop with no issue, the Doctor and Sarah had brought in K9 and placed him onto one of the booth tables. They sat near the back.

Rose and Mickey were at the counter ordering with K sitting at one of the bar stools also waiting for their food to be delivered. Benedict was by the jukebox looking through the music.

Even as they waited for their food, Rose couldn't help but watch the Doctor and Sarah.

"You see, what's impressive is that it's been nearly an hour since we met her and I still haven't said I told you so." Mickey said, a little too happily for Rose's tastes.

"I'm not listening to this." She said turning away from the scene to face the wall that held the menu.

"Although, I have prepared a little I was right dance that I can show you later." He bragged, and thankfully that's when the lady came out with two baskets of fries and a milkshake.

"Six quid love." The woman said setting down the items, Rose handed over the money before sliding the milkshake over to K who jolted as the drink came into his view. He looked at it and then at Rose with wide eyes, and despite the situation she couldn't help but smile.

"Go ahead, try some, I think you'll like it." She nodded to the shake, and K turned back to it grasping it with both hands and leaning down to sniff it. He underestimated the space between him and the whip cream that topped it resulting in some getting on his nose and him sneezing. Rose let out a bit of a laugh and grabbed a napkin handing it to him. He looked up and took it wiping his face. Then he went back to investigating the shake. Rose left him to it for the moment and turned back to Mickey. Though she soon regretted it.

"All this time you've been giving it, he's different, when the truth is, he's just like any other bloke." He continued and her mood dampened again.

"You don't know what you're talking about." She said, stuffing a chip into her mouth. Mickey shrugged.

"Maybe not. But if I were you I'd go easy on the chips." That made her freeze mid-bite and look down at the chips, her appetite gone.

---

For a moment the two previous partners sat in silence before Sarah gave a ghost of a smile.

"I thought of you on Christmas Day. This Christmas just gone? Great big spaceship overhead. I thought, oh yeah, bet he's up there."

The Doctor looked up from where he was working on K9, "right on top of it, yeah."

"With Rose? And the others?" she asked, sparing a glance to the girl and the others in the room.

"Just Rose." He paused and glanced at Benedict and K, "the other two are new additions." He turned back to K9.

There was another beat of silence before Sarah fisted her hands and released them, "did I do something wrong, because you never came back for me. You just dumped me." She said, trying to keep the hurt from her voice. The Doctor paused and set down the tools looking up at her.

"I told you. I was called back home and in those days humans weren't allowed." He explained, but she leaned forward.

"I waited for you. I missed you." She ended in a whisper, and the Doctor leant back waving her off.

"Oh, you didn't need me. You were getting on with your life." He said, but she slumped where she sat.

"You were my life." She let that hang for a second, "you know what the most difficult thing was? Coping with what happens next, or 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?" She asked, and he regarded her a moment.

"All those things you saw, do you want me to apologize for that?"

Sarah shook her head with a breath, "no, but we get a taste of that splendor and then we have to go back."

But the Doctor shook his head, motioning to her, "look at you, you're investigating. You found that school. You're doing what we always did."

She gazed at him quietly, "you could have come back."

His face sobered again, and he stole a breath straightening and turning back to K9, "I couldn't."

"Why not?"

But he didn't answer, instead he started working on K9 again, after a moment of tense silence Sarah let out a breath.

"It wasn't Croydon." He looked up at her at that, "where you dropped me off, that wasn't Croydon."

"Where was it?"

Sarah leveled him with an unimpressed look, "Aberdeen."

There was a pause before the Doctor grimaced a little, "right. That's next to Croydon, isn't it?"

Sarah shook her head and couldn't help but laugh, though just as she did K9 powered back on.

"Oh, hey. Now we're in business." He said, pulling everyone's attention over.

"Master." The robot called, as Rose, Mickey, K and Benedict came over.

"He recognizes me." The Doctor said with a smile, Sarah smiled as well.

"Affirmative."

"Rose," he held up a hand, "give us the oil."

She nodded and fished it from her pocket handing it over, "careful, I think it hurts non-humans. The dinner lady got all scorched."

The Doctor, however, opened the vial and flashed her a grin, "I'm no dinner lady. And I don't often say that." With that he retrieved some oil on his finger before smearing it onto K9's probe. "Here we go. Come on, boy. Here we go."

"Oil. Ex…ex…ex…extract. Ana…ana…analyzing." K9 whirred as he processed the sample.

Mickey let out a small scoff from where he stood, "Listen to him, man. That's a voice." He said, and Sarah straightened.

"Careful. That's my dog."

Finally, K9 managed to process through it, "Confirmation of analysis. Substance is Krillitane Oil."

"Fuck." Hissed Benedict.

The Doctor however let out a breath and sat back, "They're Krillitanes."

Rose glanced between Benedict and the Doctor, "is that bad?" The Doctor nodded, rubbing the back of his neck.

"Very. Think of how bad things could possibly be and add another suitcase full of bad." He said, and Sarah let out a breath.

"And what are Krillitanes?"

"They're a composite race. Just like your culture is a mixture of traditions from all sorts of countries, people you've invaded or have been invaded by. You've got bits of Viking, bits of France, bits of whatever. The Krillitanes are the same. An amalgam of the races they've conquered. But they take physical aspects as well. They cherry pick the best bits from the people they destroy. That's why I didn't recognize them. The last time I saw Krillitanes, they looked just like us except they had really long necks." He explained, and Rose shifted where she sat.

"What're they doing here?" She asked, and Benedict huffed before the Doctor could speak.

"Bit obvious isn't it? They're set up at a school, they want something to do with the kids."

There was a moment of silence, "we should find someplace to sleep tonight." The Doctor said, sparing a glance to K, the milkshake Rose had gotten him was halfway finished and he was still drinking it. He looked up sensing the Doctor's gaze.

"Is there no way to go back to the Tardis?" Rose asked and Mickey scoffed.

"Didn't you hear how dangerous they are? There is no way we can go back there! I sure as hell am not!" He huffed and got up, "I'm heading back home." He turned to Rose, "I'll walk you back home." He paused, "if you'd like."

Rose hesitated and looked to the Doctor her brow pinching, "where are you gonna go?"

He gave a shrug, "I'll probably hang around, see if I can find the place where the ship landed. Perhaps that'll give more insight on what is going on." His answer didn't seem to help Rose's conflict as she paused and looked to Benedict.

"And you?"

Benedict, whilst downing a chip let his head tilt to the side and let out a breath, "well, since for some reason I can't go in there and take care of the problem now I dunno. I'll watch grass grow or something." He grumbled and the Doctor sighed looking back at where Benedict leant against the booth the Doctor sat in.

"We need to find out what they are doing first Benedict."

"Then can I kill them?" The Doctor sighed and rubbed his brows.

"No. You cannot. Not unless we absolutely have to."

Benedict pointed his chip at him, "you told me I could kill bad people."

"I did NOT say that." He retorted sending him a look, Benedict gazed back before huffing and crossing his arms.

Sarah watched the interaction quietly, her brow pinched slightly, but finally she gave a shrug. "if you would like you could come back to my place. It's not huge but I have a guest room." She offered and the Doctor blinked turning to her.

"Oh, I wouldn't to impose, I'm sure we could find something-"

"Well, if that's the case they could just come back to my mum's place." Rose said pulling attention to her, Mickey let out a sigh but she ignored him.

The Doctor pulled a face at the idea however, "I don't know about that Rose, you're mum's place might be a bit small for everyone." He said and Rose opened her mouth to retort that there was plenty of room but Benedict groaned loudly.

"Why are we even concerned about this? Have the humans run off to where they sleep. The Doc and I will just wait till morning." He said with a huff.

"What about K?" Rose asked sitting up straighter, K did much the same as he heard his name. "He needs sleep. And I'm sure my place is closer-"

"Oh, I'm just down the street." Sarah said motioning over her shoulder, Rose blinked and turned to her. Damn this woman.

"Look, Rose, you go back to your mum's get your laundry gathered up, Ben, K and I will go to Sarah's for the night and we'll meet again in front of the school tomorrow morning. Okay?" He said, and Rose slumped knowing she couldn't wiggle her way out of this one.

"Alright." She tried to keep the pout from her voice and seemed to have succeeded as the Doctor nodded.

"Good, let's get K9 back in the car and break till morning. Mickey, you help Sarah." With that he stood, soon followed by the others who had sat.

Mickey and Sarah were the first to leave the café, carrying K9 with them. The Doctor was gathering up the tools as K took his cup and the chip basket's to the counter. Benedict leant against the booth still looking bored.

Rose glanced at the entity before back to the Doctor, "Doctor," she started and he looked up raising an eyebrow. "Why…why didn't you want to come back to my place?" The, 'why did you want to go to hers?' was left unsaid.

The Doctor sighed and scratched the back of his neck.

"Rose, it's nothing aside from the fact that your place is smaller." He looked at her seriously, "we'll see each other in the morning alright?" With that he gathered up the tools and stepped out of the café, Benedict trailing after him.

Rose set her jaw and followed, the bell ringing behind her.

K turned at the sound of the bell and looked around for everyone before hurrying outside after them.

---

"So, what's the deal with the tin dog?" Mickey asked as they finished loading K9 into the boot of Sarah's vehicle.

Sarah stole a breath and turned to him, "the Doctor likes travelling with an entourage. Sometimes they're humans, sometimes they're aliens, and sometimes they're tin dogs. What about you? Where do you fit in the picture?" She asked and Mickey straightened where he stood.

"Me? I'm their Man in Havana. I'm the technical support. I'm…" he then paused, his shoulders slumping, "oh, my God. I'm the tin dog."

Sarah gave him a smile and a pat on the shoulder.

---

As Rose followed the Doctor and Benedict out, she caught sight of Sarah with Mickey and she couldn't help but pause by the doors.

"How many of us have there been travelling with you?" She asked softly, but loud enough for him to stop.

He sighed, shoulders dropping, "does it matter?"

Rose bristled and came up next to him ignoring Benedict and K who lingered nearby, "yeah, it does, if I'm just the latest in a long line."

The Doctor finally turned to her, "as opposed to what?"

Rose paused, reeling back a moment, "I thought you and me were. I obviously got it wrong." She stole a breath, "I've been to the year five billion, right, but this? Now this is really seeing the future. You just leave us behind. Is that what you're going to do to me?" She asked gazing up at him, that couldn't be it, could it? Surely not after everything.

"No. Not to you." He said soberly, and Rose wanted her heart to swell at those words, but she couldn't help but think of the companion currently talking to her boyfriend.

"But Sarah Jane? You were that close to her once, and now you never even mention her. Why not?" Her voice broke off into a whisper toward the end and the Doctor sighed looking to the side before back to her.

"I don't age. I regenerate. But humans decay. You wither and you die. Imagine watching that happen to someone who you…" he trailed off gazing at her. Rose stood up straighter and leaned in.

"What Doctor?" She could almost see it, see it waiting to be said, on the tip of his tongue.

But she immediately saw his retreat before he opened his mouth, "You can spend the rest of your life with me, but I can't spend the rest of mine with you. I have to live on. Alone. That's the curse of the Time Lords." He said gravely, and Rose felt her shoulders slump. He wasn't wrong, she just wished he'd-

Rose's thoughts were cut off as one of those giant bats swooped for them, she ducked her head and the Doctor followed suit, however what followed was the sound of a screech of rage.

The human lifted her head only to find the bat caught by the leg and thrown onto the ground Benedict's soon knee on its chest as it squirmed and screeched at him, clawing wildly. The entity, however, seemed completely unfazed.

"Nasty bugger you are." He said with a smirk, the Doctor immediately went over.

"Benedict." He warned, and that caused him to look at the Doctor with a frown.

"It was coming for you. What should I have let it do, claw out your eyes? These bastards eat people if you don't remember." He snapped, and the Time-lord gazed back at him.

"Do not kill it." He said sternly, Benedict set his jaw and opened his mouth, only for the screeching creature to snap it's jaws at his knee. Benedict reacted instantly, grabbing it by its upper jaw and shoving its face to the side. Pinning it's head against the concrete.

"I'm having a fucking conversation if you don't bloody mind." He snapped, before turning back to the Doctor, "what the hell am I supposed to do, let it go?" He challenged, and before the Doctor could respond, "this thing has killed people, children, and I know how fucking important those are to you." He growled, and the Doctor huffed before crouching in front of him.

"So what? You going to stoop to it's level?"

Benedict leaned in and snarled, "I'm not eating children."

The Doctor to his credit held Benedict's gaze easily, "we are not killing it." He said seriously, and Benedict bristled jaw clenched.

"Is…there any way to contain it? Perhaps we can get some information out of it." Sarah suggested taking a step toward the scene. For a moment neither man answered as they continued to stare each other down.

"That's a good idea." The Doctor said finally, only for Benedict to scoff.

"Bullshit. This is the equivalent of a rabid dog. It won't talk even if you removed all its teeth, nails, and limbs." He countered, and the Doctor set his jaw.

"Benedict."

"How the hell do you plan on containing it huh? You got some capture gear in that sedan of yours Miss Jane?" He snapped but didn't look away from the Doctor.

"We talked about this." The Doctor said instead, "killing is the last resort."

Benedict leaned in another inch and snarled, full fangs bared, "I'm not one of your little human assistants. I don't have to listen to you. I have put up with cleaning that fucking school for two bloody days. I did not kill the wolf; I saved that idiot Robert's life. I even saved a child yesterday. You said it yourself, the Krillitanes are bad. We both know that. And you think a mere bundle of ropes will keep it contained and make it listen to us?"

"You're right, you don't have to listen to me. But we made an agreement. I had hoped you'd honor that." He said easily in return. Benedict opened his mouth, but Rose stepped forward slightly.

"Ben…" she trailed, and after a moment his head tilted in her direction, "we know…this is…different for you, new to you. But…the Doctor always figures things out in the end." She crouched down next to the pair, careful to avoid the still twitching Krillitane. "Please, we don't kill." She paused, "and we don't want to encourage the idea of killing." That part was said lower, causing Benedict to look at her. She tilted her head toward K who was watching with wide eyes. His head moved slightly, indicating his gaze followed her indication. He looked on for a moment and his shoulders slumped. Rose let out a breath of relief. The Doctor equally relaxed as Benedict lifted his knee only to replace it with his foot and stand up, using his other leg, the creature growled and was about to start to squirm again-

Until it's chest caved in with a sickening crunch.

Rose's eyes blew wide and she backed up falling on her rear as she saw Benedict withdraw his now bloodied foot. The creature choked, somehow still alive with a concave in his chest. However, wasn't for long as Benedict's foot came down almost immediately after, the Doctor, who'd been standing to stop him didn't have time to shove him before his foot came down again to a nasty squashing sound. There was a sharp gasp from somewhere as Rose's hand went up to her mouth. She almost didn't see the Doctor shove Benedict back as he crouched down next to the creature.

Benedict however stared down at the scene stony faced and as the time-lord confirmed that the creature…was in fact dead he looked up at Benedict his face twisted up in anger.

"What the hell!?" He said, and Benedict gazed back at him evenly, even as the Doctor stood.

"You and I both know capturing it would've been done more harm than good." He responded evenly.

"We could've gotten information out of it!" Sarah Jane said stepping over, Mickey was silent, staring at the corpse wide eyed. Rose slowly got to her feet. "It was a sentient life!"

"A sentient life that actively made the choice to consume humans." Benedict snapped back a counter, the Doctor stepped over the corpse and got into the entity's face.

"We agreed-"

"No." Benedict countered, squaring up, "you told me. You said that if they were bad, which this creature is, then I could kill it."

"I said killing was the last resort! We are not down to the last resort! You might have just ruined any chances to reason with them!"

"Why the fuck would you want to reason with them?! They are just going to carry on doing the same thing on another planet! And you might not be there to stop them!" He snarled back.

"We cannot go around the universe killing whomever we feel like!"

That made Benedict pause and tilt his head back slightly, "oh really now?" the change from combative to distaining made Rose tense. "Bit rich coming from you innit?" He let his head tilt to the side, "considering."

"Benedict." The Doctor warned, but the entity's lip just curled up in a snarl.

"Here you are, preaching on about being the last of the time lords, when we both know you're the reason behind that." He said lowly, and Rose swallowed, taking a step closer as she saw the Doctor tense up.

"Benedict. Stop." She said and he glanced over at her and tilted his head.

"Why? That's the reason, isn't it?" He turned back to the Doctor, "it's not about helping people cos you just got two angelic hearts beating away in your chest, it's cos you feel guilty. You have to save everyone and kill no one cos you want to find some fucking way to absolve yourself of the huge sin you committed."

There were several beats of silence that followed, tense, thick silence that Rose found difficult to breathe in. The Doctor gazed on at Benedict, his face hard, his eyes harder. Rose had only see that expression a few times, and the outcome of it was never good.

"You need to leave."

Rose blinked in surprise when she heard Sarah Jane speak up. The woman stepped over the corpse and stood on the Doctor's other side. She held her chin up and gazed at Benedict unflinching. The entity regarded her for a moment.

"I don't think that's your call to make human-"

"Maybe you're right." The Doctor said, causing Benedict to turn to him. The time-lord fixed him with a stare, "maybe that is what I'm doing." Everyone looked at the man as he spoke, "just tell me, why is that wrong? I did what I had to do, I think about it everyday. I do feel guilty. I don't think I'll ever really feel anything else." He let out a breath, "but I'm trying." He paused a beat, "and I know you are too." That caused Benedict to tense, "I know you were in the war, I know you fought ugly and bloody, I don't know who you were, but I can see what you are. Or…what you are trying to be." His face was still hard, yet somehow his voice had softened. "I'm not angry that you killed the Krillitane. You're right, it would have gone on to kill countless others. I know that. You know that." He paused a beat, "but…so will you, and whether I like it or not, whether intentional or not. So will I." He motioned back to the corpse, "I have done terrible things, you have done terrible things, but we've been given a chance to do better." He looked at him seriously, but his face had softened. "I want to give people second chances. I want to give them the chance to do better. Like you and I have been given." He let out a breath, "killing is simple, it's easy. It's probably easier for you than most. But…we've been given this chance to do better. I want to do better, and I think you do as well." He said, and for another moment there was silence.

"All I ever wanted was justice for my people." Benedict said, his face stony again, "I can't have that. Because I can't kill the only remaining parts of the race that wronged my entire species." His hands fisted, "don't come at me like you know who I am. We barely know each other. I'm not a pet project to be fixed." He let out a hard breath, "you know what? You have fun with that. You go give those murderous creatures a second chance. I'm having no fucking part in it." With that he turned and stalked off into the night.

There were several ticks of silence before the Doctor let out a breath and rubbed his face.

"Doctor? Are you alright?" Rose asked, looking up at him concerned.

The time-lord let out a breath, "yeah." He lifted his head and watched Benedict's slowly disappearing form. His brow pinched ever so slightly. Rose noted with interest that he looked more confused about something than stressed.