School Reunion

A school bell rang and children hurried into their classrooms, the Doctor just reaching the door to the Physics Lab a few seconds after the last student had sat down. He opened the door and stepped in, placing a briefcase onto the desk and turned to the class, "Good morning, class," he greeted, nodding at them as he clasped his hands behind his back, "Are we ready to begin?" they nodded, "Introduction to Physics," he commented, looking around at the children, "Now, since I have taken over for the last teacher, I'd like to test 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?" a small boy put his hand up, "Yes?"

"Milo, sir," the boy began, "They'd repel each other because they have the same charge."

"Very good," he nodded, "Next question, I coil up a thin piece of micro wire 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?" Milo raised his hand again, "Would anyone else care to answer this time?" no one else moved and so he nodded at Milo, "Milo?"

"Measure the current and PDs in an ampmeter and a voltmeter."

The Doctor nodded, eyeing the boy as his peers looked at him, impressed, "Milo, tell me this, true or false, the greater the dampening of the system, the quicker it loses energy to its surroundings."

"And what is a non-coding DNA?"

"DNA that doesn't code for a protein."

"65,983 times 5 is..."

"329,915."

The Doctor blinked at that, the students starting to appear a bit more disturbed than impressed, "How would you travel faster than light?"

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

"Interesting…" the Doctor murmured, stepping back to the briefcase, opening it for a few pages of notes, ready to begin the lesson for the other students.

~8~

The Doctor walked to the doorway of the gymnasium, it was his free period before lunch and he wanted to see how everything was going. He opened the door and stepped in, the door shutting behind him as he stood with his hands behind his back, watching the goings-on inside. The Professor had gotten a position in the school as well, as the physical education teacher. He shook his head at that, he'd thought she might get a position as a literature teacher, having loved classics such as Charles Dickens, or even as a librarian given her love of books and how much time she'd spent there in the Academy, however, now that he thought on it, he could see her being a PE teacher. The training program the Academics had been forced into wasn't just on how to fight or build weapons, it was about building up their physical strength as well.

Not to mention, the only position at the school that had been vacant in its own right was PE. She'd convinced him that getting two teachers out of their positions by having them both win the lottery would be far too obvious. Apparently the PE teacher had disappeared only recently, gone into the kitchens to help the dinner ladies move some ingredients for their school lunches and just never come back out. It had been lucky in that regard. The headmaster had been rather pleased when she'd applied for the position, this school firmly believed an active body made for an active mind and she had one of the most active in both. Not just from how clever Time Lords were naturally, but from her dancing and other activities, how often they ended up in situations where they were made to run amongst others…

'You are distracting me,' he heard her call in his mind and looked up, shaking himself from his thoughts which she'd clearly heard, not all of them the most innocent.

'Then we are even for the Sycorax,' he smirked, watching her.

She had the students in three rows, seeming to be jogging in place for a few moments before she blew the whistle in her mouth and they dropped to a crouch, kicking their legs out before standing again in a squat thrust and moving into jumping jacks, till she blew the whistle again to a squat thrust and back to jogging.

He gave himself a moment to eye her as she stood before the young men and women. She was wearing a pair of shorts and a polo shirt, small white shoes on with her hair in a braid hanging over her shoulder, her arms crossed. And then he knew, no matter what she wore she would always be beautiful, even in clothes as bland as the school's PE uniforms.

'Thank you,' he heard as he saw her smile over at him a moment before whistling again.

"Alright," she called to the students who were panting, many of whom were crouched over, their hands on their knees, "Very good job all of you, take it in."

The two groups of children separated and headed for two doors on the sides of the room, getting ready to change before lunch began.

The Professor walked over to the Doctor, smiling at him as he reached out and put his arms around her waist while she draped her arms over his shoulders, "To what do I owe this pleasure?" she asked.

"It's been hours since I saw you last," he told her, leaning in to kiss her, "Far too long."

She couldn't help but smile wider at that, he was so sweet to her, "Likewise," she whispered.

"Having fun?" he smirked a bit.

She laughed, holding up the whistle, "The whistle makes me their god."

"Warming up to the idea of being worshiped then?" his smirk turned a bit more saucy.

She whacked him lightly on the chest, trying to ignore how firm it was, "Stop it."

He just caught the hand she'd whacked him with and lifted it to his lips, kissing it as he stared into her eyes, "Never."

She looked away, forcing herself to in fact, ever since she'd mentioned that his eyes were mesmerizing he'd taken to trying to actively use them on her. She cleared her throat, making him laugh, and looked back, "How was physics?"

He sighed, "Most of the class was about average for learning such a topic so early, one boy though, far too advanced. And you?"

"Most of the students exhibit the stamina of an older teenager. That workout just now should have had them more worn out, and before they were playing football…the angles they were using for the walls," she shook her head, "I don't think humans would be thinking about angles and things like that when playing a game."

He nodded, about to say something when the bell went off above them. She laughed, letting her head fall onto his shoulder a moment, a shiver racing down her spine at his deep chuckle in her ear.

"Go get changed," he told her, knowing that this was the last of her Physical Education classes for the day, the rest would be in a classroom talking about health, eating properly and first aid, "I'll wait here."

She gave him a quick peck and headed for the office she'd been given.

~8~

The Doctor and Professor stood in line with a few students and teachers, pushing their trays along as the dinner ladies spooned food onto the plates. Rose, dressed as said dinner ladies, spooned mashed potatoes onto his plate, giving them filthy looks at the same time. This whole 'do as we say' thing was coming back to bite her. They'd told her to go undercover as a dinner lady and she'd resigned herself to do it.

The Doctor nodded his thanks to her, plucking a banana off a shelf and turning to head to a table while the Professor just tried not to laugh, following him. They sat down, eating quietly for a few minutes till the line died away and Rose made her way over. The Doctor speared a chip onto his fork and nibbled it before frowning and setting it back down, a bit disgusted at the taste, it just...it was wrong. The Professor had gone for a salad instead and hadn't touched the chips.

"Two days," Rose muttered, wiping at the table with a rag, "Two days, we've been here."

"Thank Mickey," the Professor smiled at her, "He's the one who called us."

"He was right to," the Doctor agreed, "There was a boy in class this morning who's got a knowledge beyond planet Earth."

"You eating those chips?" Rose asked. He just pushed them towards her for her to help herself, "They're gorgeous. Wish I had school dinners like this," she sat down.

"It's very well behaved, this place," the Professor remarked, looking around, not at all what she'd expect a school of such young children to be like…not even she was this well behaved in school, thanks in large part to the Doctor.

He smiled, hearing her thoughts and took her hand under the table, squeezing it. He couldn't say she hadn't influenced him as well. She'd made him pay attention a bit more, really want to try and do well, though not too well otherwise she would have stopped tutoring him…

He glanced over at her to see her eyeing him with her eyebrow raised, she'd caught that little admission. So he'd been faking half his tutoring needs then?

'Come now Kata, I would have done anything to spend even more time with you,' he told her silently, running his thumb over her knuckles, 'And I did learn more when it came from you, you were far more interesting than those teachers of ours.'

She smiled a bit at that.

"You are not permitted to leave your station during a sitting!" a dinner lady snapped, approaching Rose who quickly stood.

"I was just talking to these teachers," Rose explained as the Doctor nodded in greeting, the Professor giving a timid wave, "He doesn't like the chips."

"The menu has been specifically designed by the headmaster to improve concentration and performance," the woman stated, sounding almost offended, "Now, get back to work!"

She turned on her heel and left, Rose following after, "See?" she turned to them, walking backwards, "This is me. The dinner lady."

The Doctor looked over at the Professor as she tensed to see her watching one of the other new teachers, Mr. Wagner, approach a girl a few tables away, "What is it?" he asked but she just shook her head, watching the man.

"Melissa," Wagner greeted, "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. Kenny? Not eating the chips?"

"I'm not allowed," a boy beside Melissa spoke.

"Luke, extra class. Now," and with that, Wagner turned to leave.

The Doctor's frown deepened as the Professor's gaze rose to look at the headmaster, Mr. Finch, watching the proceedings from a balcony above the canteen before he turned and left.

"Kata…" he whispered, pulling her attention away. She was tense, nervous if he had to guess by how she'd jerked her head to face him. He reached out and touched her cheek, "What is it?"

She swallowed hard, "I don't know," she admitted, crossing her arms over herself, a move he hadn't seen her do in ages, "I just…I feel…like something's wrong. Like we're in danger. I can't help but think there's something here that I can't see and…" she sighed, "I know they're aliens, but I feel like it's more than that. That it's worse than that but I don't know why."

He reached out and put his arm around her, pulling her closer. None of the new teachers had shaken their hands when they'd started there a day or so ago, she hadn't been able to scan them to see which aliens they were. They could be anything from humanoid aliens to aliens using a human-like appearance, like a shimmer or a morphic illusion. There was no way to tell without using the sonic on them, and they'd rather not give away the fact that they too were aliens until the absolutely had to, should the aliens that had taken over the school be hostile. It was putting her on edge, not knowing. And being so in tune with her instincts was making her even more nervous around the other teachers.

"Nothing will happen," he promised, nuzzling the side of her head, "I promise you that," he smiled, kissing her cheek, "Like you once said to me, they'd have to get through me, to get to you," he rested his forehead on her temple, whispering to her, "And I will NEVER let that happen. No one is taking you away from me Kata. Not ever."

She closed her eyes, starting to smile, she trusted him. She could understand him, she felt the same way.

~8~

The Professor was sitting on a desk in the staff room, a biscuit in her hand though she wasn't eating it, she wasn't really looking anywhere save at the Doctor as there were members of the alien staff standing on the other side of the room, stiff and quiet, which made it harder for her to relax entirely, despite the Doctor's efforts.

He was standing beside her, one hand running up and down her back while the other rested on her knee as he tried to soothe her, going between watching her face and glancing at the teachers in the back. It was rather unfortunate as there was another teacher, a human one, pacing before them who had been talking to them for quite a while, though neither were paying much attention to him.

"…and yesterday, I had a twelve-year-old girl give me the exact height of the Walls of Troy...in cubits!"

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot," he nodded back at the teachers, "And the PE teacher who went on sabbatical," he shrugged, thinking of what he'd been told of that departure, "The teacher you replaced," he looked at the Doctor, "Well, that was just plain weird, her winning the lottery like that."

"How so?" the Doctor asked, distracted as the Professor put her biscuit on a plate beside her, no longer hungry. He reached out and took her hand with the one that had been on her knee, squeezing it reassuringly, his thumb stroking over her knuckles.

"She never played! Said the ticket was posted through her door at midnight."

He hummed, not really listening, focused on the Professor until…

"Excuse me, colleagues," Finch called, stepping into the room, "A moment of your time."

The Doctor looked over and stiffened, which made the Professor frown at him a moment before turning to see a woman standing beside Finch, a woman she could recognize from memories of the Doctor.

"May I introduce Miss Sarah Jane Smith," Finch continued, "Miss Smith is a journalist, who's writing a profile about me for the Sunday Times," Sarah Jane smiled at them all, the Professor moving off the desk, squeezing the Doctor's hand as he stared at his former Companion, smiling a bit, "I thought it might be useful for her to get 'a view from the trenches,' so to speak. Don't spare my blushes," he turned and left.

Sarah Jane looked around before spotting the Doctor and Professor, walking over to them, "Hello!" she smiled.

"Hello," the Professor said, squeezing the Doctor's hand out of his shock.

"Yes, hello," he gave her a nod as well.

"And, you are..." Sarah Jane looked between them.

"John Smith," he replied.

"Katherine Stewart," the Professor added, reaching out to shake the woman's hand politely.

When they'd applied to the school, they'd decided to apply separately as there was less chance that whatever aliens who were there would make a connection between them. They couldn't waltz in as a married couple just when two teaching positions opened, though they had to admit that their self control around each other left something to be desired and, even though it had only been two days, they'd tried to keep it away from the other teachers.

But the Doctor couldn't help but be closer to her just then, as he had been in the canteen, she was far too nervous about the teachers, something that was just getting worse with every hour they were there. He had to try and comfort her.

"Katherine Stewart?" Sarah Jane smiled, "Any relation to Brigadier Alistair Lethbridge-Stewart?"

"No," the Professor smiled a bit.

"And John Smith was it?" she turned to the Doctor who nodded, "I used to have a friend who sometimes went by that name."

"It is a very common name," he gave her a smile as well.

"He was a very uncommon man," Sarah Jane said, in thought, before shaking her head, "So, um, have you two worked here long?"

"No," the Professor shook her head, "It's only my second day. Both of ours actually."

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

"You don't sound like someone just doing a profile," the Doctor told her.

"Well, no harm in a little investigation while I'm here."

"No," he agreed, "Good for you," she smiled at them and walked over to some of the other teachers, "Good for you Sarah Jane Smith."

"She's lovely," the Professor said quietly, "I'm glad I got to meet one of your old Companions."

He looked at her, a bit startled, "You remember her?"

When they'd met again during the war, when he'd met the soldier she'd become, he had basically talked the entire time, he couldn't bear the silence between them. She'd asked a question or two, about his travels. He'd spoken of a few of his old Companions, especially one Sarah Jane Smith.

And they had been. Knowing he'd been able to get out there, away from their people, see the Universe as they'd planned, it made her want to end the war that much sooner, so they could go out again, the two of them, flying about in that old Type 40 TARDIS they loved hiding away in. It gave her more people and places she wanted to meet and go, a drive to fight harder, to keep going. She wanted to meet his Companions, thank them for watching out for him when she couldn't be there.

"I should have taken you with me," he looked at her, "I never should have left you," he wanted desperately to kiss her just then, looking up at him with that smile of hers, but the teachers were still there, "You've no idea the hole it left in my hearts to be without you."

"I've a fairly good one," she corrected, squeezing his hand, "Judging by how filled the hole is now," she nudged him, "My hearts are near bursting because of you."

He smiled at her as well, that was his Kata, reminding him that they were together now. The past was the past, especially theirs, they could only live in the moment and enjoy the future, and they were together again. As it should be.

~8~

That night, the Doctor opened a fire door into the school, stepping in with the Professor, his hand in hers, as Rose and Mickey followed them, "Oh, it's weird seeing school at night," Rose remarked, "It just feels wrong…" she looked around at the darkened corridor, "When I was a kid, I used to think all the teachers slept in school."

"Right," the Professor took a breath, "Rose, go to the kitchen and get a sample of that oil you said they were cooking the chips in. Mickey, the rest of the new staff are all Maths teachers, go and check out the Maths department. The Doctor and I will check Finch's office. Meet back here in ten minutes."

She had offered to go to the nurse's office, see if there were any records of the ill children, but the Doctor had refused to let her wander off on her own, not knowing what sort of aliens the new teachers were or even where they went at the end of the day, if they were still there or not.

He squeezed her hand, leading her off, up the stairs, leaving Rose and Mickey to their assigned tasks. They walked down a dark corridor, the Professor stopping suddenly, tugging him to a stop as well, listening. They could hear a screeching noise as well as a flapping in the distance before it stopped. They looked at each other a moment before turning and heading in the direction the noise had come from instead.

They walked cautiously around the school, stopping suddenly when they saw a door open and Sarah Jane backing out of it, and they knew she'd spotted the TARDIS. She tensed, as though sensing them behind her, and turned around slowly to see them.

"Hello, Sarah Jane," the Doctor greeted quietly.

Sarah Jane's eyes widened, "It's you. Oh...Doctor..." she started to smile, "Oh, my God, it's you, it's...it's...you've regenerated."

"Half a dozen times since we last met."

"You look...incredible."

'That you do,' the Professor told him silently.

He smiled, "So do you," he said, to both of them.

"I got old," Sarah Jane waved him off, edging closer, "What're you doing here?"

"UFO sightings, school gets record results," he put his arm around the Professor, "She couldn't resist. And I couldn't say no."

The Professor smiled and leaned on him.

Sarah Jane's eyes widened a bit, she could tell, even from this small gesture that it was more than just a friendly move, clearly the Doctor was intimate with this woman. Which left her wondering, Companion or Time Lady?

"What about you?" he continued, pulling her from her thoughts.

"Same," she smiled, laughing a bit before it faltered, "I thought you'd died. I waited for you and you didn't come back, and I thought you must've died."

"I told him that was rude," the Professor mumbled.

"I lived," the Doctor said quietly, "Everyone else died except the Professor."

Sarah Jane nodded, so it was a Time Lady then, well that made perfect sense to her. No matter whatever sort of feelings she might have had for the Doctor, whatever any human might feel for him, she knew, he was an incredible man and he deserved someone equally as brilliant. And she knew, that wouldn't be a human, no matter how much they advanced or evolved.

"It's nice to meet you Sarah Jane," the Professor smiled at her.

Sarah Jane moved to greet her as well, but another thought struck her of what he'd said, "What do you mean 'everyone else died?'"

"There was a war," the Professor answered, knowing how much it still hurt him to talk about it, "You've met the Daleks yes?" Sarah Jane nodded, "Both sides lost, in the end," she looked at the Doctor, "But we haven't lost everything."

He looked down at her, smiling warmly, "No we haven't," he agreed, staring at her, she really was his everything.

Sarah Jane smiled at them, shaking her head, he was so different than the Doctors she'd met, "I can't believe it's you…" and then someone screamed, "Okay! Now I can!"

The Doctor took the Professor's hand and they dashed down the corridor with Sarah Jane, trying to find who had screamed, nearly skidding into Rose as she ran out from a connecting hall.

"Did you hear that?" Rose gasped, before spotting Sarah Jane, "Who're you?"

"Rose," the Professor nodded at Sarah Jane, "Meet Sarah Jane Smith," she smiled, "One of the Doctor's former Companions."

Rose's eyes widened, "Oh my God!" before she practically leapt at the woman, hugging her, "That's so amazing! You travelled with him? When? Which him? Where'd you go? What happ…"

"Not exactly the best time Rose," the Doctor cut in.

Sarah Jane just laughed and shook Rose's hand properly, "Hi. Nice to meet you," she nudged the Doctor, "You can tell you're getting older, your Companions are getting younger."

The Doctor just shook his head, pulling the Professor on, Rose and Sarah Jane smiling at each other before following them into a lab where Mickey was standing, surrounded by vacuum packed rats.

"Sorry!" he called, spotting them, "Sorry, it was only me. You told me to investigate, so I…I started looking through some of these cupboards and all of these fell out of them."

The Professor crouched down and picked one up, looking at it.

"Oh, my God, they're rats," Rose grimaced, "Dozens of rats. Vacuum packed rats."

"And you screamed?" the Doctor looked at Mickey, shaking his head at the man.

"It took me by surprise!" he defended, but the Doctor just stared, unimpressed, "It was dark! I was covered in rats!"

"Does anyone notice anything strange about this?" Rose cut in as the Professor stood, "Rats in school?"

"Well, they must use them in biology lessons," Sarah Jane shrugged, "They dissect them."

"No one dissects rats in school anymore," Rose shook her head, frowning, "They haven't done that for years now."

Sarah Jane nodded.

"Then what are they for?" the Professor looked at the pile.

"Everything started when Mr. Finch arrived," the Doctor reasoned, "We should go and check his office," he took the Professor's hand again and they were all off.

Rose eyed Sarah Jane as they walked on. The Doctor hadn't mentioned the woman at all during the few travels she'd had with him and the Professor. She knew he had previous Companions, he'd practically spat it at her when he'd left her back on Earth, but he'd never said who they were. She'd tried to find reference to them in the history books when she'd researched him, but had come up with nothing. She wasn't sure whether to be thrilled that she got to talk to a previous Companion, actually meet one and see what the Doctor was like before the one she'd met, or sad that this could very well be her one day. The Doctor had also told her that she wouldn't be the last Companion he'd ever take, which made her wonder now, would he even tell the next Companion who she was? Or would she be like Sarah Jane, a passing remark?

Before she even realized it, they were stopping outside the headmaster's office, the Doctor flashing the sonic against the lock to open it.

"…those rats could have been food," the Professor was saying.

The Doctor simply opened the door with the sonic and peered inside, looking up at some strange noises that were coming from there, "Rose..." he began and they all looked at him, alarmed at the anger and hatred in his voice, "You know you used to think all the teachers slept in the school..." he stepped into the room more, allowing them all to see, "Seems they do."

There, on the ceiling, hanging upside down, were a number of bat-like creatures.

The Professor's eyes widened, terror and tears filling them, "No…" she breathed, shaking her head as she backed up, trembling, before she turned and fled down the hall.

"Professor!" the Doctor called, running after her with the humans following, knowing what was wrong.

Those bats…

They were Krillitanes.

~8~

The Professor burst out of the school, her hands moving to her hair as she grabbed it, breathing heavily, far too heavily, nearly hyperventilating as she turned in every which direction as though looking for a place to run and hide. She was shaking, trembling, tears blurring her vision. She was absolutely terrified, and not just from seeing the Krillitanes again.

She'd been surrounded by them and hadn't even known.

They'd never assumed human form around her, adapting the different traits they'd taken from other civilizations, morphing into them, but never appeared human, and even if they had, they would have changed their appearances, knowing she'd escaped and not wanting to risk her recognizing them and warning the one who'd saved her from them. She felt sick, she'd been surrounded, they'd been there, the horrible bat-like aliens just under the surface and…those aliens who'd tortured her and harvested her cerebral fluid…she could feel the bile rising in her throat at the memory...

She jumped, screaming, as something touched her shoulder, spinning around, only to nearly fall to her knees but the Doctor caught her, holding her tightly as she clung to him, crying.

It was too much, he knew, to be confronted with the very aliens who had hurt her. She'd come so far, faced so many aliens, even an army of Daleks, but he knew, in her subconscious, the Krillitanes would always be the worst she could face, no matter what she said. You didn't go through something like she had and not carry over some sort of trauma from it.

The Krillitanes terrified her.

If he thought the nightmares she had of the war and what she'd done, what had been done to her, were bad, he wasn't sure if her nightmares of the Krillitanes were worse. There would be times he'd wake up to her touching his face or his arm or listening to his hearts, not because she'd woken early and just watched him, but because she'd woken and been terrified that it was a dream, that she'd been tortured so badly by the Krillitanes that she'd fallen unconscious and was just dreaming of being back with him, dreaming that he'd rescued her.

"Shh," he whispered, stroking her hair as he held her close, "I'm here, you're safe."

"The Krillitanes," she murmured, "They…here…what they did…I can't…I knew not all of them…Theta…" she sobbed, her words as broken as her thoughts, "Why did it have to be THEM?"

He just held her tighter, realizing she'd reverted back to Gallifreyan. It was their natural language. They could speak English fluently, spoke it more often than not, but in such a situation…being confronted with such a shock…it couldn't be helped. She needed something safe, comfortable, familiar...

"I know," he said, speaking their language as well, knowing it would help calm her down, "But you're safe Kata. I'm here, they won't get you. They won't hurt you again. I swear it."

"They won't stop," she sobbed, shaking her head, "If they find out who I am, they'll…" she swallowed hard, not even wanting to speak it. They'd try and take her away from him, they'd kill him to get her back, they'd hurt her again…even worse, not for answers but as punishment…

He pulled back just a bit to cup her face, moving her to look at him, his hearts breaking at the tears and fear and pain in her eyes, "That will NEVER happen," he promised, sensing her thoughts, "They will never get you. I won't let them," he looked into her eyes, a promise in his own, "They will pay for what they did to you Kata, believe me, they will pay. I will make sure of that."

She took a little breath and buried her head in his chest, nodded into it, as he wrapped his arms around her again, not about to let go or release her, she was shaking even more.

"Doctor?" Rose called quietly, a bit shocked to see such a reaction from the Professor. The woman had been a bit nervous around aliens at first, but she'd come so far since then, she'd stood up to the Sycorax! To see her so upset and frightened…it had to be bad, "What's wrong?"

The Doctor took a breath, trying to calm himself. He could only feel two things right at that moment, a protectiveness of the Professor, wanting to reassure her that she was safe, and an intense hatred for the Krillitanes. He knew that he hadn't been able to kill all the creatures in that lab, as the Professor had rightly guessed, he knew that one day they'd have to face the aliens who had taken her. But he'd expected it to be after he'd hunted them down, not like this, out of the blue, it was one reason he hadn't made the connection between the oil Rose had told them was on the chips and the aliens. And that anger and hatred that was rising in him…he was trying desperately to keep it from making him lash out at the others.

He shook his head, this wasn't the place to talk about that, he couldn't bring up what had happened with the Professor in such a state, it would only make her worse and he couldn't do that to her. She needed to calm down first, "Not just now Rose," he swallowed hard, trying to control his temper, the humans had done nothing wrong this time, "We need to go somewhere to talk about this, plan what to do about those teachers."

"Those were teachers?" Mickey's eyes widened.

"When Finch arrived, he brought with him eight new teachers, five dinner ladies and a nurse. One teacher for PE and a dinner lady 'disappeared' leaving thirteen. Thirteen of them."

"And what's this?" Rose held up the oil she'd taken in a jar.

The Doctor tensed, feeling the Professor stiffen, his arms holding her tighter, she'd only just started to calm. She could scan it, tell them if it was the oil that held her cerebral fluid or not, give them an idea of which oil was being used, but he was NOT about to let her. Having to touch that oil, the possibility of realizing her own cerebral fluid was suspended in it…it was too much to ask anyone after the shock she'd gotten.

He kissed her on the top of her head, pulling away a bit, "You stay here with Sarah Jane, Rose, and Mickey," he told her, "I'm going to get the TARDIS. We've got to analyze that oil from the kitchen, see which it is."

"I might be able to help you there," Sarah Jane called, seeing the genuine fear that had entered the Professor's eyes at just the thought of the Doctor leaving her for even a moment, she couldn't let him, "I've got something to show you," she nodded towards the car park and led them over, the Doctor moving his arm around the Professor's shoulders, holding her close.

She walked over to her car, opening the boot and pushing back a green blanket to reveal K9!

"K9," the Professor sniffled, managing to muster a small smile despite the fact she was still shaking terribly and crying a bit.

The Doctor smiled, kissing her head before glancing at Rose and Mickey, "Allow me to introduce K9 Mark III."

Mickey and Rose just stared at it, "Why does he look so...disco?" Rose asked, picking the most random word she could think of, trying to get the Professor to feel better.

The Doctor looked mildly offended by that, "I'll have you know that in the year 5,000 this is cutting edge," he looked at Sarah Jane, his hand absently rubbing the Professor's shoulders as she sniffled, her tears subsiding for now, he felt his hearts lighten slightly, he was doing something right if he'd been able to calm her even this little bit, "What's happened to him?"

"Oh, one day, he just..." Sarah Jane shook her head, "Nothing!"

"You didn't try and get him repaired did you?" he asked, concerned for what the technology in K9 could mean if another human saw it.

"No," she sighed, "It's not like getting parts for a mini-metro. And I know the technology inside him could rewrite human science. I couldn't show him to anyone!"

He nodded and then blinked, looking beside him to the Professor as she hugged herself, a thought striking him. He started to smile and reached for K9.

~8~

The small group was gathered in a chip shop by the school, Rose and Mickey getting food while the Doctor sat beside the Professor with K9 on the table between them and Sarah Jane across from them. A side panel on K9 was open, the Professor leaning forward as she worked quickly on repairing the little robotic dog, the sonic whirring in her hand as the Doctor watched her.

He smiled a bit, watching her work, he knew exactly what she needed for now. Something to distract her. Whenever she got worked up at the Academy, all she needed was something to distract her, calm her down before she tackled the problem again. She needed something familiar, something safe, to focus on while she calmed down from the shock of seeing the Krillitanes again. K9 was perfect for that. She'd always had a soft spot for the robotic dog despite being more fond of cats, he'd sent the first K9 he'd ever had back to Gallifrey with Leela to her as a gift, she'd built K9 Mark II and III based on that original robot. Once she'd finished, she would be alright, she'd be calmed and reassured enough to be able to at least talk about the Krillitanes even if he didn't think she'd ever be able to face them again.

Mickey and Rose cast the girl a concerned look but sat at a different table, wanting to give the three of them a moment of privacy, some time for the Doctor to catch up with a former Companion.

"I thought of you on Christmas Day," Sarah Jane said after a moment, "This Christmas just gone? Great big spaceship overhead, I thought, 'Oh, yeah. Bet he's up there.'"

"Right on top," the Doctor nodded, though his gaze was on the Professor, "Not entirely by choice."

"It worked though," the Professor said quietly and he smiled, she was starting to talk again.

"You were there too?" Sarah Jane looked at her as she nodded, "And Rose?"

"And Mickey," the Doctor added, "The former Prime Minister as well."

Sarah Jane nodded, watching as he reached out to the Professor, brushing some of her hair from her back over her shoulder before running his hand up and down her back as the girl gave a small smile.

"Did I do something wrong?" she asked a few moments later, "Because you never came back for me. You just...dumped me."

"I was called back home," he replied, "Humans weren't allowed."

"I waited for you. I missed you."

"You didn't need me," he countered.

"You know what the most difficult thing was? Coping with what happens next, and 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?"

He finally pulled his gaze away from the Professor to look at her with a frown, "You want me to apologize for that?"

"No, but we get a taste of that splendor...and then we have to go back."

"You're still investigating though. You found that school, you're doing what we always did."

"You could've come back."

"I couldn't," he said quietly.

"Why not?"

The Doctor didn't answer, he couldn't. It was silent in the shop for a moment when Sarah Jane seemed to sense she'd be getting no answer and sighed, "It wasn't Croydon, where you dropped me off, it wasn't Croydon!"

"Where was it?"

"Aberdeen," she muttered, clearly irritated.

"Ah," he nodded.

And then he realized something, "You finished," he looked at the Professor, she had, in fact, finished quite a while ago, the silence before had been indicative of that.

She smiled, "She needed to talk," she told him quietly, her voice just a bit raspy, her eyes still slightly red, but she didn't appear to be shaking anymore, "And you needed to listen."

He shook his head, smiling at her as he reached out to cup her cheek, trust her to see that and see to that. Now he needed to make sure she was ready for this, "Will you be alright?"

She took a breath but didn't answer, instead flicking on the sonic one last time and K9 sprang to life.

"Master!" K9 called as the Doctor stood up before the robotic dog, the Professor remaining sitting with Sarah Jane as Rose and Mickey walked over.

"You recognize me," he couldn't help but smile at that.

"Affirmative."

"Rose," he took a breath, holding out a hand to her, "Give us the oil."

She handed it to him and he pulled the lid off, the Professor closing her eyes as he moved to dip his finger in, "I wouldn't touch it, though," Rose called quickly, "That dinner lady got all scorched."

He just dipped his finger in and dabbed some on a sensor K9 stuck out to him, "Here we go," he breathed.

"Oil," K9 identified, "Ex-ex-ex-extract ana-an-analyzing..."

Mickey grinned, "Listen to it, man! That's a voice!"

"Careful!" Sarah Jane warned, "That's my dog!"

"Confirmation of analysis," K9 called, "Substance is Krillitane Oil."

"We know that," the Doctor nodded, "Is there anything suspended in the Oil?"

K9 began to scan as the humans frowned, if they knew what aliens they were facing, why hadn't they said anything before then?

The Doctor closed his eyes a moment, about to answer when the Professor spoke, "They're a composite race," she answered, the Doctor's eyes snapping open. He looked at her, watching as she just looked at the table, answering, before moving behind her to put his hands on her shoulders, squeezing them. She smiled and looked up at him, putting a hand on his before continuing, "Your culture is a mixture of traditions from various countries, the people you've invaded or been invaded by. But the Krillitanes are an amalgam of the races they've conquered. They…" she swallowed hard, "They take physical aspects from the people they destroy. They've looked like bats their last ten generations."

"How do you know?" Rose asked the woman softly, sensing this was a VERY delicate subject for her.

Before either Time Lord could answer K9 sprang to life again, finished with the scan, "Confirmation," he called, "There is another sub-substance sus-suspended in the Oil."

"Cerebral fluid," it stated after a moment.

The Professor let out a breath and turned her head to rest it on the Doctor's hand, her eyes squeezed tightly closed as he moved closer to her, his arms coming to rest around her, hugging her back to him.

"From who?" Rose asked, a sinking feeling starting in the pit of her stomach at their reactions.

"From me," the Professor said, her voice trembling.

The Doctor looked at the humans, "Just before the war ended, the Professor managed to escape," he told them, softly stroking her hair, "She was captured by the Krillitanes and they tortured her. They electrocuted her whenever she failed to answer even simple math questions. Whenever we think, we produce a cerebral fluid that helps us think faster, makes us clever. They were harvesting it from her," he squeezed her, "To mix with their Oil."

"But…" Mickey frowned, "They've been feeding it to those kids, haven't they?"

"They want them clever," the Doctor nodded, frowning, knowing what their plan was, to crack the Skasis Paradigm, the Professor had gleamed that much from her time in captivity with them.

"How much Oil was left?" the Professor looked over at Rose, tears she was trying to keep back in her eyes.

"Not much," Rose answered, "They had barrels of them, but…that Oil," she nodded at the sample sitting on the table, "That's the one they took the most time moving and storing."

She nodded, swallowing hard, "They're running out of time," she looked up at the Doctor, "Their plans, they're going to need them completed, soon."

He nodded, leaning forward to kiss the top of her head.

~8~

The Doctor stepped out of the chip shop with the Professor, his arm around her shoulders as he watched her hugging herself, this whole situation was not easy for her. He was worried. She was the strongest person he knew, but there were things that he didn't want her to ever have to face, this was one of them.

He felt his eyes narrow as he thought of the Krillitanes, what they'd done to her. Her reaction earlier had broken his hearts, seeing her that terrified, that upset…he was certain of one thing. They. Would. Pay.

"Doctor?" Rose called behind them. They stopped walking and turned around to see Rose shifting from foot to foot a bit uncomfortably, "How many Companions have you had?" she asked quietly, not really sure she wanted to know now that she'd said it.

"Does it matter?" he shook his head, his jaw clenching a bit in irritation. The Professor was an inch away from breaking down over this whole thing and Rose was asking about his Companions?

Rose could only nod a bit, "Yeah, I…" she swallowed hard, "Do you just leave us behind? Is that what you're going to do to me? Again?"

He couldn't answer because she already knew. Yes. He would. He had in the past. He would again if she ever put the Professor in danger like she had before. But they both knew she wasn't asking about that, she was asking, should she manage to not make a mistake that badly again, if he would just abandon her.

"No," the Professor said quietly, snapping him out of his thoughts, "Not if you keep your promise."

Rose nodded, "Would you even think of me though?" she asked, knowing, realistically, that as a human she probably wouldn't be able to stay with them forever.

"Of course we would."

"But Sarah Jane..." she shook her head, looking at the Professor for she had been the one answering, "He was that close to her once, and now...he never even mentions her," she looked at the Doctor, "Why not?"

He stared at Rose.

"Tell her," the Professor whispered, nudging him a bit.

He looked at the Professor, smiling at her for the action, before sighing and turning to Rose once more, "We don't age. We regenerate. But humans decay. You wither and you die. Imagine watching that happen to a friend, to anyone. You can spend the rest of your life with us. But we can't spend the rest of ours with you. We have to live on. That's the curse of the Time Lords."

"Time Lord!" they heard someone shout before a screech echoed in the night. They looked up to see Finch standing on the roof of the school, "The Time Lady!" he snapped, pointing at the Professor.

The Krillitane beside him swooped off the roof and dove right for them. The Doctor's hearts clenched hearing the Professor scream beside him and he pulled her down, Mickey and Sarah Jane running over, all of them ducking.

The Krillitane flew over them, back into the sky and away.

"Was that a Krillitane?" Sarah Jane gasped.

Rose frowned, "But it didn't even touch her, it just flew off! What did it do that for?"

"To scare her," the Doctor said.

They looked over, their hearts breaking at the sight. The Professor was crouched on the ground, her knees to her chest, curled in a ball, shaking, as the Doctor held her while she cried, her eyes scrunched tightly closed.

"They wanted her frightened," he added, glaring up at the fading Krillitane darkly.

The alien had dove at them, not intending to hurt them or try to pull the Professor away, simply because it knew it would frighten her more to see it descending on her, in a group, with him beside her, unable to do more than pull her back from it.

His arms tightened around the Professor, helping her stand as he scooped her into his arms, holding her close as Sarah Jane led them back to her car, and he decided.

No.

He wouldn't make the Krillitanes pay for what they'd done.

He would kill them.

~8~

The next morning, as the school bell rang, the Doctor, Professor, Mickey, Rose, and Sarah Jane got out of Sarah Jane's car and strode towards the school. The Professor held fast to the Doctor's hand, tightening her grip the closer they got to it. He'd tried to get her to stay at Sarah Jane's house, let him handle this himself. She'd refused. After she had calmed down a bit, thanks to a combination of his presence, Sarah Jane's tea, and a bit of a rest on the woman's sofa, she'd decided she was going to help him. She wasn't going to let the Krillitanes see her as weak as they had last night.

But that didn't mean that the Doctor was going to let her face Finch as he planned to do himself. Not yet. Not till he'd 'had a word' with the man himself.

He paused before the doors, turning to the others, "Rose, Sarah, Professor, you go to the Maths room," he instructed, taking charge this time, "Get those computers open, we need to see the hardware inside, try to stop the program running. Here, you might need this," he felt his pockets for the sonic but the Professor held it up with a little smile, having already gotten it off him. He lifted her hand and kissed the back of it before continuing, "Mickey, surveillance. I want you outside."

"Just stand outside?" Mickey frowned.

"We need someone on the outside," the Professor told him, "In case we need backup or a way out…"

He nodded, understanding.

"Here, take these," Sarah Jane tossed him her keys, "You can keep K9 company."

"What're you gonna do?" Rose asked the Doctor.

He squeezed the Professor's hand, "It's time I had a word with Mr. Finch," he looked over his shoulder at Rose and Sarah Jane, "I'm trusting you both to keep her safe," he told them quietly, the barest hint of a threat in his voice should anything happen to her on their watch.

"We will," Rose nodded as the Professor moved over to them.

"Of course," Sarah Jane agreed, putting a hand on the Professor's shoulder as she tensed.

The Professor was not at all happy that he was going to face the Krillitane leader alone. But he'd insisted, used every tactic he could think of, especially his eyes, to get her to agree. She had to admit though, even standing before the school, despite her decision, was hard. She honestly didn't know what she'd do, if she even could face the Krillitane leader.

The Doctor stepped up to her, reaching out to stroke the side of her face with a finger, "I'll be fine," he whispered, leaning in to kiss her gently, "It's the Krillitane who should be worried."

She let out a breath at the dark threat in his voice and nodded. He smiled at her, winking once before he turned and strode into the building. He walked through it for a few minutes, wary of the new teachers, till he came to a stairwell. He looked down it to see Finch standing there, looking up at him a moment later. His gaze turned dark, glaring down at the man who merely smirked up at him before walking off.

~8~

The Doctor opened the door to the school swimming pool to see Finch standing there, waiting for him on the opposite side of the water.

"Which one are you?" he asked, his attention on the alien, not about to be distracted from this, knowing what the Krillitanes had been willing to do to the Professor made him alert and on the defensive.

"My name is Brother Lassa," Finch replied.

He shook his head, "I didn't ask who, I couldn't care less about that. I want to know which one you are," he glared, "What hand did you have in what you did to the Professor?"

"The Professor?" Finch feigned ignorance.

"The Time Lady you captured and tortured!" he spat, storming over.

"Ah," Finch laughed, "And what did she tell you of her capture?"

"That your people attacked her. That she was shot and regenerated, too weak to fight back," Finch started smirking and the Doctor realized, "It was you. You were the one who shot her."

"I was quite shocked, I'm sure you could imagine, to be able to make that shot against her. The Professor," he shook his head, "The legends that float around the Universe of her. The terror her name inspires…the blood on her hands…"

"Stop," the Doctor threatened, his voice low.

"And we captured her so easily," Finch continued, "It was almost laughable, a warrior such as her, taken down by a simple Dalek adapted weapon…"

"Stop it."

"Oh how she screamed," Finch laughed, "She fought, of course she did, against the program, but even your people can't withstand pain forever. Endless pain, voltage turned up every time she failed to answer. And she never learned to stop fighting. So she just kept screaming…"

The Doctor reached out and grabbed Finch by the lapels of his jacket, turning to shove him against the wall, glaring at him, his teeth bared, "I said stop!"

"And then you saved her," he tilted his head, eyeing the Doctor, calm despite the fury in the man's eyes, "The last Time Lord left. The Doctor," his gaze turned dark, "You've no idea the setbacks you caused us by destroying our Oil, how many of my brothers you massacred that day. But I should have expected that of the infamous Doctor, given what you did to your own people."

He shoved Finch away, his shoulders heaving as he glared at the man, tense, he wanted nothing more than to rip the man's head off. But he couldn't. If he killed Finch now, the other Krillitanes would sense it, they'd be on the attack, and with the Professor in the school, he was not about to risk her safety, no matter how badly he wanted to murder the man before him.

"Your people deserved it," he spat, "You tortured her."

Finch laughed, "And our efforts proved fruitful. She produced the most exquisite cerebral fluid we've collected yet."

He tensed, trying not to rise to the bait, "This plan of yours, your attempts to crack the Skasis Paradigm...it ends now."

Finch laughed, "That is fascinating. Your people were peaceful to the point of indolence. You seem to be something new. Would you declare war on us, Doctor? Would you let the Professor fight it as she has before?" he smiled darkly, "I doubt she's fighting fit anymore. She cowered before one Krillitane, fled before us as we slept. You've no idea the pride we take in knowing we have broken her so."

Before Finch could even react, the Doctor had thrown himself at the man, punching him fiercely across the face, sending him stumbling back and into the wall. Finch's eyes widened slightly as he looked at the fuming Time Lord before him. The Doctor stood there, his fists clenched, jaw tense, glaring at the alien, "You harmed my Bonded," he spat, "You will get no mercy from me now."

And with that, he turned and stormed out of the room, leaving a stunned Finch behind. He couldn't stay in that room any longer or else he'd kill the man. On top of making the Krillitanes alert to the attack, he'd also kill the man far too quickly. No. He wanted the man to suffer first.

He took a breath, he needed to find the Professor. He needed to see she was alright. Just to see her, he needed to calm down, he needed her.

~8~

Sarah Jane was crouched beside the Professor as the woman worked on the computers in the lab, flashing the sonic across some wires, trying to get past the deadlock system that seemed to have been put in place whenever the computers were turned off. Rose stood a few feet away, keeping a lookout into the corridor.

"It's not working," the Professor sighed, pulling herself up and turning on the computer, she'd have to try and hack it the old fashioned way.

"I thought the sonic worked on anything?" Sarah Jane shook her head, standing as well.

"Sarah Jane?" Rose asked after a moment of silence, the Professor working away, distracting herself with the computer, "Can I ask you something?"

"Of course," Sarah Jane smiled at the girl, leaning against the computer table to face her.

Rose smiled in return, "What was it like? Travelling with the Doctor? Which Doctor was it?"

"I've met many different Doctors, but I travelled with his third and fourth incarnations," Sarah Jane smiled in reminiscence, "He was older, with gray hair," she laughed a bit, "Had a bit of a nose to him. He was physical, unafraid to join a fight, but he loved inventing all these gadgets, as much a gentleman as he is now, maybe even more. Hopeful."

"And that was his third self?" Rose tried to follow.

She nodded, "His fourth had brown curly hair, wore this long coat and a hat, and this rather long scarf…"

"I knew he liked it," the Professor murmured, smiling as she listened to them, she looked over at the women, "I knit it for him."

"He rarely took it off," Sarah Jane told her, before turning back to Rose, "He was very…charming at times, funny, aloof. He could be laughing one moment but angry the next. He usually took charge but sometimes played his intelligence down to trick his enemies. He was a good judge of character too," she sighed, "And the places we went, I saw things you wouldn't believe…"

"Like what?" Rose smiled.

"Oh I saw mummies and robots and aliens…"

Rose nodded, "The first were these shop dummies come to life. Then I saw Slitheen in Downing Street. There was a Jagrafess, Reapers, some Daleks…"

Sarah Jane nodded, "I've met them before. Anti-Matter monsters too. Real living dinosaurs," she laughed, recalling that one.

"Real living werewolf," Rose nudged her, moving to lean against the table beside her.

Sarah Jane smiled, "The Loch Ness Monster."

Rose's eyes widened, "Seriously?"

They started laughing, making the Professor smile. It was nice to see the Doctor's Companions, new and old, getting along, talking of their trips with him. It made her feel happy to know he'd touched so many lives, made such a difference to people.

"With you," Rose continued, "Did he do that thing where he'd explain something at like, ninety-miles-per-hour, and you'd go, 'what?' and he'd look at you like you'd just dribbled on your shirt?"

"All the time!" Sarah Jane beamed, "Does he still stroke bits of the TARDIS?"

"Yeah! Yeah! He does! What about…"

"Doctor?" the Professor called, cutting in. They looked over at her to see her frowning before turning to look over their shoulder at the sight before them.

The Doctor was standing in the doorway, tense, his jaw clenched, rigidly stiff, unmoving as he just looked at the Professor. The woman in question, knowing something was wrong, just got up and went right over to him, putting her arms around him, hugging him tightly as his arms automatically wound around her, pulling her close as he buried his face in her hair, closing his eyes.

'What did he say to you?' she whispered in his mind. He'd blocked his thoughts from her, not wanting her to have to listen to whatever the Krillitane might say to him.

He could only shake his head, tightening his grip more, feeling himself relax now that she was back in his arms once more, feeling her hearts beating against his chest, a reminder that she was alive and well.

He'd saved her. He'd found her. She was there. And she was by no means broken. It would take more than a few bats to do that to her. Not even their own people had managed to do that.

~8~

"All pupils to class immediately," came over the loudspeaker, "And would all members of staff congregate in the staff room."

The Professor looked up from where she was typing at the computer, still trying to hack it, while the Doctor couched beside her, flashing the sonic.

"No, no," Rose ran to the door as students tried to enter, "This classroom's out of bounds. You've all gotta go to the South Hall. Off you go, South Hall!" she shooed the children away and shut the door behind her.

"There has to be some way to get into the program," the Professor muttered, they needed to see how far the Krillitanes had come to cracking the Paradigm.

"You wanted the program," Sarah Jane called, "There it is."

They looked up to see a large screen at the front of the room had turned on, a green cube floating around as a code raced through it.

"The Skasis Paradigm," the Doctor sighed, getting up and heading over to the screen with the Professor, "They're trying to crack the Skasis Paradigm."

The Professor could only breathe a sigh of relief, "They haven't yet."

"The Skasis what?" Sarah Jane frowned.

"The God-maker," the Doctor explained, "The universal theory."

"If you crack that equation," the Professor shook her head, "Then you've got control of the building blocks of the Universe."

"Time and space and matter, yours to control."

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

"Yes."

The Professor closed her eyes, "Their learning power is being accelerated by the fluid in the Oil. It acts as a conducting agent, the fluid seeping into their minds to make the children cleverer."

The Doctor took her hand, "And by using the cerebral fluid of a Time Lord they've added innate knowledge of time and space. They may very well crack the code…"

"But that Oil's on the chips," Rose grimaced, swearing off chips forever, "I've been eating them."

"What's 59 times 35?" the Professor asked her.

"2,065."

"There you go."

Rose's eyes widened, "Oh my God..."

"But why use children?" Sarah Jane frowned, "Can't they use adults?"

"The God-maker needs imagination to crack it," the Professor sighed, "They're not just using the children's brains to break the code...they're using their souls."

"Let the lesson begin Professor," a voice called behind them, making the Professor tense. They turned to see Finch step into the room, grinning. The Doctor quickly took the Professor's hand and tugged her behind him, glaring at the man, "Think of it," he continued, "With the Paradigm solved, reality becomes clay in our hands. We can shape the Universe and improve it."

"The whole of creation with the face of Mr. Finch," the Doctor shook his head, "I rather like things as they are."

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

He scoffed, "By someone like you?"

"No..." Finch shook his head, "Someone like you," the Doctor stared at him warily, "The Paradigm gives us power, but you could give us wisdom. Become a God. At my side. Imagine what you could do, think of the civilizations you could save. Perganon, Assinta...your own people, Doctor. Standing tall. The Time Lords...reborn."

"Doctor, don't listen to him," Sarah Jane called as Rose looked at the Doctor in concern.

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

"No," the Professor whispered behind him, before taking a breath and stepping to his side, "Everything has its time. Everything ends."

The Doctor's gaze hardened, "I will NEVER join you after what you've done to my Bonded," he spat at Finch, "Get. Out."

Finch stiffened and turned, leaving them.

"We need to go," the Professor murmured, her gaze locked on the doorway. Finch hadn't just left, he wouldn't, he'd gone for reinforcements.

The Doctor nodded, squeezing her hand, turning to dash out of the room with Rose and Sarah Jane behind them. They turned a corner and flew down the stairs, running into Mickey and the boy Kenny at the bottom.

"What is going on?" Mickey gasped.

They looked up, hearing screeching to see three Krillitanes half flying, half groping their way along the corridor towards them. The Doctor turned and led them off in the opposite direction, running into the canteen and over to the doors on the other side, only to find they were deadlocked closed.

A door burst open and Finch stepped in with the Krillitanes, "Are they my teachers?" Kenny's eyes widened.

"Yeah," Rose nodded.

"Leave the Doctor and Professor alive," Finch called, "We have use for her," he smiled darkly at the Professor, "As for the others...you can feast."

The Krillitanes dropped down at them, the Doctor hefting up a chair, the Professor behind him, trying to keep them back as the others ducked down when suddenly one of the bat-like creatures was hit by a beam of red light, falling to the floor, dead.

"K9!" Sarah Jane shouted, seeing the dog roll in.

"Suggest you engage running mode, mistress," K9 called.

"Come on!" the Doctor took the Professor's hand once more, leading the others out as K9 keep firing, "K9, hold them back!"

"Affirmative, master. Maximum defense mode!"

They ran out of a door, the Doctor slamming it shut and locking it with the sonic before they continued on.

"The Oil…" the Professor swallowed hard.

The Doctor turned to her, cupping her face, "They won't use you for that again," he promised her.

She shook her head and looked at him, "No, the Oil…the Krillitane life forms can't handle it…they've changed the physiology so often, even their own Oil is toxic to them. The dinner lady, the PE teacher, they both disappeared after handling it.

He kissed her quickly, she was incredible. She'd been tortured by these creatures, had to be out of her mind with fear of them by now, and there she was, coming up with a way to stop them.

He turned to Rose, "How much was there in the kitchens?"

They jumped, hearing the Krillitanes starting to pound on the door behind them, ripping holes in it with their claws.

"We need to get to the kitchens," the Doctor decided, "Mickey…"

"What now, hold the coats?" Mickey frowned.

The Doctor just grabbed Mickey's shirt, in no mood to waste time, "Get all the children unplugged and out of the school," he pushed Mickey down the hall, "Now we need to stop the bats."

The Professor just turned and elbowed a fire alarm, setting it off. The Krillitanes winced and began to wail at the noise. The Doctor beamed at her, turning to open the doors, the aliens now in too much pain to attack, and led them through the canteen to the kitchens.

They'd just reached a back corridor when the alarms cut off, but K9 trundled out of a side door, "Master!" K9 called.

"Come on!" the Doctor shouted to the robot as it followed them into the room at the end of the hall. They ran into the kitchen, sonicing the door shut behind them before the Doctor ran over to the Oil barrels, sonicing them, "They've been deadlock sealed! Finch must've done that…" he shook his head, "I can't open them."

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

The Doctor looked at K9 a moment, "Right," and then at the Professor, "Get everyone out," he told her, taking her hand, squeezing it, "Out the back door," she nodded and led them off, seeing his plan in her mind, "K9, stay with me!" he called as they ran off.

He turned and quickly moved the vats of Oil together, right before K9.

"Capacity for only one shot, Master," the dog informed him, "For maximum impact, I must be placed directly beside the vat."

The Doctor nodded, "As will I," he muttered, pulling the extrapolator out from inside his coat. He'd snuck out that night when the Professor had fallen asleep to get into the school, move the TARDIS away from it, not willing to risk the Krillitanes taking it. He'd also needed the extrapolator, fully charged thanks to the TARDIS.

He set the board down and looked over, hearing the screeching of the Krillitanes before standing and stepping onto it.

~8~

The Professor closed her eyes a moment as they ran out of the school. She knew what the Doctor was going to do, what he wanted to do, and that he would be safe with the extrapolator there. But still…knowing what he was planning, it wasn't going to be easy to stand there and watch it happen without worrying about him.

~8~

The Doctor looked over at the doors as they burst open, before quickly sonicing the extrapolator, turning it on just as the Krillitanes, the twelve of them remaining, stepped into the room, in human form.

"When you find him..." he heard Finch ordering, "Eat him if you must, but bring me his brain. I want to know all the Professor's weaknesses…"

He tensed hearing that, but remained where he was as the Krillitanes came into view, all of them stopping short when they spotted him.

"Doctor," Finch greeted with a smirk.

"I promised the Professor something when I rescued her from you," he informed them.

"And what was that?" Finch sneered at the sentimentality of it.

"I promised her that you would never hurt her again," he said, his voice growing lower as he went on, the Krillitanes starting to tense at the threat in it, "That I wouldn't let you near her, those of you who survived," he sneered, and they started to look at each other in alarm, as though just recalling that he had been the one to kill their brethren, "And that if I ever saw you again…I would destroy you," and then he started smiling, which was infinitely more terrifying than his glares, "I never break my promises to her," he looked over at K9, "Fire."

K9 shot a laser at the vats of Oil, which exploded all over the Krillitanes who screamed in pain, wailing and writhing in agony. The Doctor watched with grim satisfaction as the aliens' skin began to bubble, turning red, pulsating and swelling…

Until they exploded, screaming, taking the school with them, with him safe inside the force field created by the extrapolator. He had wanted to be there, he wanted to see it. He wanted to watch, he wanted to make sure they suffered for what they'd done. Last time he'd left before he could make sure that all the Krillitanes had been destroyed.

Not this time.

He brushed off his coat and stepped off the extrapolator, picking it up and walking through the rubble.

~8~

Outside the school, the children began to cheer and clap as the dust began to settle, the shock of the sudden explosion worn off.

Rose, Mickey, and Sarah Jane had looked on in alarm, terrified for the Doctor's safety, when the Professor had assured them he was fine, that he'd snuck a force field with him. They weren't entirely sure whether to believe her, when she suddenly took off running. They looked over to see the Doctor stepping through the dust, grinning widely as he saw the Professor, opening his arm to catch her as she leapt at him.

He laughed, spinning her around, holding her tightly, before placing her down. He reached out and cupped her cheek, "I'm fine," he whispered, kissing her quickly.

"They're gone?" she asked when he pulled away to rest his forehead on hers.

"For good," he nodded, "They are NEVER going to harm you again," he leaned in, nuzzling the side of her head to whisper in her ear, "You're safe now Kata."

She smiled, feeling tears in her eyes, but not of fear, of relief, "Thank you Theta," she whispered in return.

He just held her closer, both of them deaf to the cheering children beside them or the small smiles on the humans behind them, though Sarah Jane seemed to be near tears herself.

~8~

"Hello Sarah Jane," the Professor greeted with a small smile as she saw Sarah Jane walking towards the TARDIS, parked in a park, when she stepped around the back of the box, about to head back in.

The door opened and the Doctor stepped out, seeing Sarah Jane's approach through her, "Would you like to come in?" he asked his old Companion.

She nodded and stepped through the doors, the Professor shutting them behind her as she looked up at the new interior, wide eyed, "You've redecorated!" she commented.

"Do you like it?" the Doctor asked, his arm around the Professor's waist as he held her close.

"Oh, I do," she nodded, "Yeah. I preferred it as it was, but uh...yeah. It'll do!"

"I love it," Rose called from where she was standing beside Mickey at the console.

"Hey, you, what's 47 times 369?"

"No idea," Rose smiled, "It's gone now, the Oil's faded."

"But you're still clever."

Rose smiled wider and looked over at the Doctor expectantly, only to see him gazing at the Professor softly, smiling when the woman in question smiled up at him.

"Doctor?" Rose called, pulling his attention away a moment.

The Doctor looked over to see Rose smirking a bit at them, "We're about to head off," he shook his head, leading the Professor up to the console with him as he spoke to Sarah Jane, "But you could come with us if you'd like."

Sarah Jane looked at their happy faces but had to shake her head, "No...I can't do this anymore. Besides, I've got a much bigger adventure ahead! Time I stopped waiting for you and found a life of my own."

"Can I come?" Mickey asked as they looked at him, "No, not with you, I mean...with you," he turned to the Time Lords, "'Cos I'm not the tin dog. And I wanna see what's out there."

The Professor smiled and walked over to Mickey, "About time!" she cheered, hugging him quickly.

Mickey laughed and hugged her back. Every time he saw the woman, she always tried to get him to join them as another Companion, he'd always said no. But today…actually being out there and doing something to help…he could see why Rose wanted to travel with them. And…he wanted a bit more of that. Making a difference.

A moment later the Professor was tugged back away from him and into the Doctor's arms as he wrapped them around her waist, holding her back to his chest, "That's enough touching my Bonded," he muttered.

"Is that okay though?" Mickey asked him, knowing the Professor was clearly open to the idea.

The Doctor gave him a nod as Rose put an arm over his shoulder, "Welcome aboard!" she cheered, hugging Mickey from the side.

Sarah Jane laughed, "Another Smith," she smiled at the Doctor before sighing, "Well, I'd better go."

She walked over to Mickey hugging him a moment before turning to Rose, "If you ever find yourself on Earth," she said quietly, "Come and find me, we'll talk more."

Rose nodded, pulling away as the woman turned and walked over to the doors where the Doctor and Professor were waiting, following them out.

"It's daft," Sarah Jane said as she turned to them, smiling at the Doctor, "But I haven't ever thanked you for that time, and like I said, I wouldn't have missed it for the world."

He smiled at her as the Professor stepped up and hugged her, "Goodbye Sarah Jane," she whispered, "It was lovely to finally meet you. You have no idea how important you all are to him," she added, smiling, as she pulled away.

Sarah Jane smiled too, "Goodbye Professor," and she turned to the Doctor, "Goodbye, Doctor."

"It's not goodbye…" he began.

"Say it, please. This time. Say it."

He nodded, smiling at her with pride in his eyes, "Goodbye Sarah Jane," he reached out and hugged her as well. This new him wasn't much of a human hugger...but this wasn't just any human, this was his former Companion, his Sarah Jane Smith. For her, he could make an exception.

He reached out and took the Professor's hand, the two of them heading back to the TARDIS, smiling at Sarah Jane as she waved goodbye. They stepped into the TARDIS and walked to the console, quietly putting in the controls, smiling as they watched Sarah Jane on the monitor, discovering the little robotic dog they'd left her, K9 Mark IV.

A/N: I felt kind of bad for Rose getting kicked out of the TARDIS the way she was, even if the Doctor felt he had reason to do it which is why I decided to include Rose on these adventures. I also figured that Rose is such a big part of Series 1 and 2, not having her in Series 2, at least in part, would be a bit weird. So Rose is in the beginning of Series 2, but, like I did in Series 1, if I were to continue this, she wouldn't be in all of it.

I'm just going to give a general idea of what I'd see the future of this series as being, since I feel bad that I'm not currently continuing the AU series after this. Rose would travel with them at first, but when Mickey stays in the parallel world (I feel like Rose would have to be there for that since it involved her father) and her parallel-mother is converted, it hits her hard and she stays with her mother at the end of Age of Steel. She wouldn't reappear till Army of Ghosts where she would contact the TARDIS via her phone and tell them about the 'ghosts' which makes them come to check on it.

As for Series 3, the only thing I know for that one would be that the Professor would still regenerate at the end of the Last of the Time Lords, BUT! that she wouldn't have been stuck in the Valiant like last time. She'd be travelling the Earth with Martha (they would still have a close friendship), which would make for a much more independent 10th Professor, but not a soldier one. This would also add a tiny bit of stress to Series 4 where the Professor feels like she can go out there on her own during a few adventures, split up to cover more ground and whatnot, but the Doctor not wanting her out of his sight as he seems rather fixated on her in this new 10th version doesn't he?

I can't quite see into the 11s though, I feel like I would have to have written out the series, see where the characters go, how they develop, and what might change before I could see how they themselves would change.

And just to confirm, I am NOT currently planning to continue the AU series past this chapter. I WILL be continuing the original Academic Series after Series 7 airs, as soon as the last episode of the series has aired I will be back posting Reproduction. This way I don't spoil any episodes for anyone and I don't write something in the first few chapters that conflicts with something later on. I MIGHT come back to the AU series in the future, depending on how long the waits between the different series are.

So, for now, this is all there is of the AU series. Check back tomorrow where Recollections, a collection of fleshed out off-screen/mentioned adventures, will be posted. I've got about five written out that I'll probably post in the next couple days (I will continue to post that, but I don't know how quickly since they will all be original chapters) and after that we'll get the new OC series :)

And I just want to thank all of you who have read this series, reviewed, favorited, anything really. You really are the reason I write, you inspire me so much. I just want to say, thank you for that. Truly, thank you.