Disclaimer: BBC owns all.

Huge thanks to Bonnie for beta reading!

The excited buzz of early morning chatter filled the classroom as half a dozen different and utterly vital conversations took place. Quiet laughter rang out from a small cluster of girls, making a small cluster of boys across the room turn visibly uncomfortable.

The door opened and the students scattered, running for their desks and managing to present an image, if not a reality, of perfect behaviour.

The heavy sound of steel-toed boots against linoleum heralded the arrival of the teacher; a large, black leather briefcase was tossed upon the desk and a brilliant smile and slight wave were flashed at the class.


There was a murmur of acknowledgement. He chuckled slightly and opened the briefcase; long fingers reached into the depths and pulling out a thick text to drop rather loudly upon the polished wood. He leaned casually against the front of the desk and grinned. "Right then, you lot, what do you know?"


He pointed to a curly-haired boy in the front row. "You, what've you been coverin'?"

He hesitated. "The French revolution," he answered, glancing at his neighbour for confirmation.

"Fantastic," he grinned. "Right then, who can tell me...when Louis XVI was executed?"

Just one hand went up. He pointed to the dark-haired girl in the second row. "What's your name?"

"Melissa," she replied primly. "He was executed on January the 21st, 1793 by guillotine."

"Exactly," he nodded happily. "Can anyone list three of the causes for the revolution?"

Once again, Melissa's hand was in the air. He folded his arms and nodded.

"Economic because the poor were over-taxed and couldn't afford to eat, social because the rich weren't and could, and religious because the lower classes were Protestant and the upper were Catholic."

"Right," he tilted his head. "Who founded the French monarchy?"

"Hugh Capet started the male-line family that ruled from 987 to 1792, but the founding of French rule is usually attributed to Charlemagne in the mid-eighth century."

"How did the Great Fire of Rome start?"

"Nero wanted a new capital so he set fire to the city."

The Doctor stared.

Early afternoon light filtered through thin blinds upon a tall, u-shaped counter. The room was well-lit, bright and with walls that proclaimed any number of possible academic opportunities on colorful posters and brochures.

The room's residents were varied in stature and attitude, but entirely female. At the back of the room, there was a rather impressive and perfectly organized — if cluttered — desk, where generally sat a wiry woman who genuinely and rightly believed herself the most important person in the school. Although few ever saw the details of her tasks, it was well-accepted that their little world would cease to function if she were not able to complete them. That woman was called Bernice, and every person in the school, faculty or student, feared her.

Behind the counter, lacking desks of their own, stood two younger women. The shorter of the two, a pretty, dark-skinned girl with elaborately braided hair, was checking identification of a third woman who stood quite comfortably on the visitor's side of the counter.

The second girl behind the desk — slightly taller, with hair in a long French-braid down her back — was busy trying not to look interested in the works of the first while checking the appointment log.

"Yes," the older, brunette woman said patiently. "Sarah Jane. Smith. All three names."

"Sorry," the blonde shot a nervous smile. "Only my second day, still working on using the computers."

"Quite all right," Sarah Jane Smith smiled back, gently. "I remember those days myself. No rush."

"I've got her checked in," the dark-haired girl said cheerfully. "Gonna take my lunch, back in a bit."

"Okay," the blonde sighed a bit as her co-worker darted out of the office. "No, got no problem waiting an hour to go myself, hop on ahead," she muttered sourly. She shook her head and smiled again at Sarah Jane. "Sorry, didn't mean to grumble. Looks like you check out, appointment and all."

"Oh, good," Sarah Jane nodded. She smiled again. "Is Mr. Finch ready? If this is a bad moment, I would be happy to interview some of the other staff."

"He should be done in a mo'," she replied. "Anyway, I think class is still in; you'll have to wait until lunch to catch most of the teachers."

"Oh, of course," Sarah Jane murmured. She brightened a bit and glanced around. "You' said you've just started, have you noticed anything unusual? Haven't there been an awful lot of children out ill?"

The blonde tilted her head and half-frowned. "A few, yeah," she paused, her gaze turning a bit suspicious. "What sort of article did you say you were writing?"

"Oh, just a profile," Sarah Jane replied airily.

"Right," she looked down at the desk. An awkward silence descended. "Um, if you want to just take a seat over there, Mr. Finch should be here soon. We got a couple magazines too, just brochures mostly but it's somethin' to read."

"Yes, thank you," she nodded and moved to one of the plastic chairs against the far wall by the door, picking up a few pamphlets as she went.

The door squeaked open suddenly, making them both jump. A dinner plate, well-loaded with chips, appeared, followed quickly by a grinning face. "Hungry, Rose?"

She nodded, nearly sagging with relief. "I was starving, Takara's only just left and I won't get a break till she's back."

"Thought as much," he sat the plate on her counter and leaned on one elbow. "Can't have you passin' out from starch-and-grease depletion, go on then."

She picked one up and paused before biting into it. "What's wrong with 'em?" She demanded suspiciously, putting the chip back on the plate.

"Wrong? What d'you mean wrong?" His expression was the picture of innocence.

She rolled her eyes. "Every time we go for chips you make me pay and steal half of mine besides. If you don't want them, there's something wrong with 'em."

"I'm hurt!" He folded his arms across his chest. Rose smirked and looked pointedly at him, and he grinned. "Ah, well. They're a bit...strange. Not bad, just...strange."

"Knew it," she picked one up and took a bite, her eyes rolling back ecstatically. "Oh, I don't care; they're gorgeous. God, I was so hungry. All we got back here are old jelly babies, 'cause Bernice only eats the orange ones and gives the rest to the kids."

"Wouldn't eat too many if I were you, those things can scramble your sad little brains," he grinned at some personal joke that she didn't follow — which was hardly unusual. She grabbed another chip, grinning back. "Trust me -"

"If you say 'trust me, I'm a doctor', I will smack you," she warned him, waving her fried treat threateningly.

"Wouldn't dream of it," he stole the chip from her hand and popped it in his mouth, ignoring her irritated 'oi!'

"Oh," she straightened and sighed, frowning slightly. "Gran's in town, Mum wants us to stop by and say hello. Apparently she thinks Mum's coverin' up and I've run off to be a stripper or something."

"Not gonna to happen," He folded his arms grumpily. "I am not visitin' your mother, Rose. You want to go, you know the bus route."

"C'mon, she puts up with a lot from us, she doesn't ask much," she wheedled.

"Your mother is the single most horrifying creature in the universe and believe me I'd know. Nothin' doin'."

"You say that, you haven't met Gran," Rose muttered under her breath. She glanced up at him slyly. "Mum promised she wouldn't kiss you again, if that's what you're scared of."

"Excuse me, I was tryin' to forget that."

A quiet voice giggled by the door; Rose winced and looked over the Doctor's shoulder sheepishly.

"Oh, sorry Ms. Smith," Rose smiled a bit weakly. "I'm just unprofessional today, aren't I? Hope you don't put that in your article."

"No, you're quite all right," she chuckled softly. The Doctor went suddenly rigid and cautiously turned around. Sarah Jane was still smiling. "I was just thinking how sweet the two of you are. Have you been together long?"

Rose frowned for a moment, then jumped, shook her head and choked on a chip all at once. "No! We're not — we're just — no!"

The Doctor barely seemed to register their words, as a slow and more than slightly giddy smile was creeping across his face.

Sarah Jane blushed and stood, shaking her head. "I'm sorry, I just assumed — oh, I rely on my powers of observation too much, too many years of journalism I suppose. I'm Sarah Jane Smith," she introduced herself with a smile, extending a hand to the Doctor.

"Fantastic," he agreed, nodding. Rose poked him in the ribs and he jumped, shaking Sarah Jane's hand enthusiastically. "Yes! Oh, right. John Smith, me. History teacher."

Sarah Jane pulled her hand loose after a moment, laughing softly. "John Smith?" She repeated, her smile turning a bit nostalgic. "I used to have a friend who sometimes went by that name."

"'S a good name," he nodded, still looking for all the world like a little boy who had just been told he could have Christmas and his birthday all at once this year.

"He was a very good man," she glanced away with a small sigh, then shook her head as she turned back to the Doctor. "Have you worked here long, Mr. Smith?"

"No," Rose answered first, shooting him a strange look. "He started yesterday, same as me."

"Oh," there seemed a significant emphasis on the word, and the Doctor jolted a little, finally coming out of his shock.

"You're writing an article?" He prodded, leaning forward a bit with a fair bit of pride in his voice.

"Yes," Sarah Jane nodded. "A...profile, if you will, on the school and its new techniques. I wonder, what do you think of them? Aren't they a bit odd? Children getting ill and so on?"

"You're not just writing a profile," he grinned. "Investigating...that's just fantastic."

"Well, it's nothing out of the ordinary," Sarah Jane hedged a bit, taking a few steps away. "Ah, miss, would you mind terribly attempting to contact Mr. Finch? I believe he has forgotten me."

"Oh, I can't imagine that," the Doctor murmured under his breath as Rose picked up the phone. "Unforgettable, you. My Sarah Jane Smith."

The others didn't seem to hear him, and soon Sarah Jane was leaving the small room to meet the headmaster.

The Doctor watched her go with unabashed fascination. He let out a deep breath as he turned back to Rose and picked up one of the now-cool chips.

She raised an eyebrow at him. "So, what was that then?"

"What?" He didn't think he sounded defensive — but he could be wrong.

"Is she famous later or somethin'?" Rose leaned forward eagerly. "She's gonna write some shocking bit that changes the world, isn't she?"

"No doubts about that," he nodded agreeably. "Eat your chips, Rose."

"Oh, so," she pondered one of the deep fried potatoes. "I was watching the visitor logs, yeah?"

"Like I told you to," he pointed out rather needlessly.

"Mm," she nodded, chewing. She swallowed and continued. "The kitchen keeps gettin' deliveries, pretty much daily, from these same people. So, I had Mickey look up the company and guess what?"

"He got distracted by somethin' shiny an' wandered off?"

She rolled her eyes. "D'you want to know what he found or not?" The Doctor just grinned. "This school is their only customer, an' all they deliver is cooking oil. Huge vats of it, every day. An' I looked — there's not a single invoice to pay for it."

The Doctor grinned suddenly. "Guess we need to do a bit more investigating. Ever snuck into a school after hours, Rose?"

"Oh, it's weird seeing school at night," Rose whispered. She followed close to the Doctor as they moved down the hall, keeping eyes and ears open for any hint of disturbance. "Just sort of...wrong."

"Bit of hush please, we are breakin' and enterin' you know," he rolled his eyes. "Best not advertise we're here."

"When I was a kid, I used to think all the teachers slept in school," she continued, unperturbed.

"Right," the Doctor stopped them by the doors to the main level. "Ricky," he ignored the boy's sigh of irritation. "Get on the office computer, see if you can't get something from their records — find out about the maths teachers, those are the new ones. Rose, check out the kitchen see what you can find out about those deliveries; get a sample if you can. And," he shot glares at them both. "No wanderin' off — back here in ten minutes."

"Where're you going?" Rose tilted her head at him.

"Got to find out about the evil dictator," he grinned broadly for a moment then turned and bounded up the stairs — managing to move almost silently, despite his heavy boots.

Rose smiled a little to herself then turned to Mickey. "Gonna be all right?"

"Me? Please. Infiltration and investigation? I'm an expert at this," he grinned and strode off down the hall. He returned a moment later, a bit chagrined. "Where's the office?"

She pointed up the stairs. "Right off the stairs, third hall on the left, straight down, can't miss it."

"Thanks," he shot her a smile then rushed off to follow her directions.

Rose chuckled a bit and glanced around one last time before heading to the kitchens.

There was no trouble finding the oil; great vats of the yellowish goo were congregated in the corner, all with the same company logo and careful seal over the lid. She opened one cautiously and — after grabbing a spoon from a nearby shelf — scooped a bit of the messy stuff into a small jar she'd brought from the TARDIS. She wrinkled her nose at the smell. "Oh, I can never eat these chips again," her whisper was rather pained.

She checked her watch; five minutes left. She paused thoughtfully.

"Maths department, yeah?" Rose pondered aloud. "Might as well." She screwed the lid back on the jar quickly and began to walk briskly toward the classrooms She hadn't made it more than a few yards down the hall when a shadow passed over the window, blocking the moonlight for a brief moment. She stilled, flattening herself against the wall, and then a screech reached her ears. "Right, not the best plan then?"

She took a deep breath and continued, keeping herself as far from window as she could manage.

She did not consider it breaking and entering when nothing had been broken — really, was it her fault that they did not bother to lock the higher windows? Hardly. They simply did not account for enthusiastic journalists.

A bit ironic that she had once travelled in space and time with a semi-immortal alien, learned about cultures and people who would not be seen by another human being for hundreds of thousands of years, if ever, and yet still one of her most treasured skills involved her ability to pick an average lock in under two minutes.

She wanted a glance at the headmaster's records; there had to be proof of some kind. She'd heard worse rumours than simple illness, there were children going missing...the ones who weren't likely to be looked for. Foster children, orphans, anyone who might be called a simple run away to be written off by the police. Those who had no one to plead on the telly or investigate the loss of them.

Perhaps they had no parents, but they had someone. Sarah Jane Smith was going to investigate the loss.

She inhaled sharply as a brief shadow eclipsed the moon, leaving her in darkness. She released the breath as it moved on, but a sharp noise from the other end of the hall jolted her; she removed her lock-picking kit and scurried away.

There was another corridor just through a nearby door; she entered and crept along the wall before sliding silently into a maintenance closet.

She turned.

She saw.

She froze.

She dropped her tools, her hand reaching instead for the doorknob behind her. She felt numb as she backed away, eyes focused on the tall, blue wooden box until the doors between them swung shut — and spending several long moments after watching the doors to be sure nothing else shocking was going to occur behind them.

She felt eyes on her back and slowly turned, eyes ever-widening with shock. The man from the office — John Smith, history teacher. He leaned against one of the support beams, arms folded lightly across his chest.

"Hello, Sarah Jane," he greeted her, his voice a bit..not hard, but distant — so different from his manner earlier that day.

"It's you," she breathed, weakly. "Oh...Doctor. Oh, my god, it's you isn't it?" She felt herself moving forward, but her mind hadn't yet caught up to events. That he should come now...she had waited so many years. She no longer knew what to say. "Y-you've regenerated," she managed, slowly grasping reality.

"Couple o' times," he agreed, nodding a bit. He smiled slightly.

"You look...incredible," she shook her head slightly, amazed.

"Not bad yourself, Sarah Jane Smith," his smile widened; his tone warmed.

She shook her head, regretfully. "I got old," she corrected. She found herself circling him, examining the differences in his expression — the differences of appearance were far too many to even begin listing. "What are you doing here?"

He shrugged and she noted with interest the way he hugged his coat a bit tighter across his chest. The new version of his scarf, she supposed with a half-swallowed grin. "Oh, just checkin' it all out. Curiosity, you know. Aliens, record results, obsessive chip-worship; had to look it up. You?"

"Same," she giggled slightly as he beamed at her. A sudden sob choked her voice and she felt her brave face crumble. "I thought you'd died!" A stricken look crossed his face and he pushed away from the pole. "I waited for you and you didn't come back, and I thought you must have died!"

"I survived," he stared hard at the ground, fists clenching uselessly at his side. "Everyone else died. I lost."

"What do you mean?" She was drawn forward, pulled into his magnetic atmosphere once again.

He met her eyes and she bit back a gasp. She saw then the differences between the man before her and the man — men — she had once known. This Doctor had been broken, shattered to a thousand pieces and roughly glued together again; he was the same creation in essence, but the cracks still showed. Her Doctors, however chipped and mad they might have been, had never known the heartache reflected in this stormy blue gaze.

"Doctor?" Her eyes softened and she reached a hand toward his leather-clad arm.

"It doesn't matter," he let out a breath. "I'm sorry; I couldn't...I should have told you I wasn't comin' back."

"Why didn't you? Did I -" she broke off, looking away awkwardly. "Did I do something wrong?"

"I had to go," he folded his arms again, expression guarded. "The Time Lords called and I went runnin' to help; always did, even when there was nothin' I could do. And you couldn't come; humans weren't allowed."

"But you didn't come back," she bit her bottom lip. "You just...dumped me. And I missed you."

"It was time, Sarah," he sighed and closed his eyes for a moment, as he leaned against the support once more. "You were fantastic; that wasn't even a question, not once...but I couldn't keep you forever. You had to grow up; get on with your life."

"But..." she hesitated. "But you were my life."

His eyes shot open and locked on hers, startled and...oh, so unhappy. She felt his suffering like a physical blow, and a wave of self-loathing swept through her. She had built up so many layers of anger and resentment over the years, but the thought of causing him pain still made her feel ill. So many times she had planned what she would say when she saw him again, but she found now that she simply wanted to forget it all.

"I'm sorry," he whispered. "Oh, Sarah. I'm sorry."

"Doctor -"

"I can't excuse the things I've done to you," he interrupted, quickly. "None of them, but I'm sorry. I can't ask your forgiveness and I don't expect it. I'm selfish and a coward, Sarah, I've never denied that."

"No, Doctor," she shook her head. "You have always been...amazing. I have had thirty wonderful years on Earth since I last saw you," her expression softened, and it was only the slightest bit forced as she reached out to gently touch his sleeve. "I did well because of you; I always thought, as I did things, 'would the Doctor recommend this?' And it helped," she smiled then, a bit slyly. "Generally because I avoided anything when I thought the answer would be yes."

"Oi!" his eyes lightened, though she still felt the keen sense of regret in his posture. "Bit rude there. Not wrong, but rude." He grinned, a bit stronger. "Investigative journalism...I knew it would happen for you. Sarah Jane Smith, forever diggin' for the truth; my influence, that."

She chuckled quietly, but nodded. "I have found I have a rather tenacious insistence on 'getting to the bottom of things'. I only wish I had a sonic screwdriver," she glanced up hopefully. "Much more convenient than a standard lock-pick."

"Not a chance," he shook his head with a smirk. "First off, those things are hard to build, 's a lot of trouble and I don't keep spares. Second, if I gave you one then next thing I know I'd have Harry and the Brigadier callin' me for theirs. Can't show favouritism, you know."

"Since when you care about favouritism? You're awful at keepin' a rendezvous by the way." The Doctor jumped rather guiltily as Mickey Smith strode in. He raised an eyebrow at Sarah Jane. "Well, she's an improvement over Jack Flash, give you that."

"Shut up, Ricky," the Doctor glared. "This is Sarah Jane, journalist, used to travel with me. What did you find out?"

"Oh, ho," Mickey grinned. "Rose know 'bout this?"

"Mm," he shrugged awkwardly. "She met Sarah earlier, didn't mention the travellin' part, but..."

"Can I tell her?" His face lit up. "Oh, come on, you got to let me tell her."

"The girl from the office? That little girl?" Sarah Jane blinked innocently. "Well, Doctor, you must be getting older, your assistants keep getting younger."

"Assistant?" Mickey was practically beaming. "Oh, that's great, just great. Call her that, would ya?"

"Do not," the Doctor glanced between them then frowned at Mickey. "Where's she gone anyway?"

"I don't know, you're the all-powerful alien why don't you figure it out?" Mickey shrugged. The Doctor glared. "Or, I could just ring her."