"Where have you been?" Rose asked Rita as she ran up to them leaning next to the door of the maths computer room. "The doors locked and we can't get in"

"I was busy" Rita mumbled opening the door with the sonic screwdriver.

"Busy?" Rose raised a brow and Sarah Jane shook her head smirking getting an idea of what Rita was doing possibly with a certian Doctor.

"Not like that" Rita groaned rolling her eyes and walking into the classroom heading straight for a computer.

"Here you take it Sarah Jane I feel sick after that" Rita made the excuse without even thinking about it giving Sarah Jane the sonic screwdriver. Sarah Jane took the screwdriver and leaned over a computer attempting to open it she hit the screwdriver with her hand lightly a few times then groaned.

"It's not working" she mumbled trying again.

"Give it to me" Rose walked over and took the screwdriver off of Sarah Jane then began to sonic at the computer.

"Used to work first time in my day." Sarah Jane commented crossing her arms clearly annoyed that the screwdriver was not working for her.

"Well, things were a lot simpler back then." Rose snapped at the woman.

"Rose, can I give you a bit of advice?" Sarah Jane asked noticing that Rita had left the room to give her and Rose some time (and space) to work things out.

"I've got a feeling you're about to," Rose muttered.

"I know how intense a relationship with the Doctor can be, and I don't want you to feel I'm intruding."

"I don't feel threatened" She paused then also noticed Rita was no longer with the two of them "by you if that's what you mean."

"But Rita?" Sarah Jane whispered raising a brow.

"A little" Rose mumbled sighing holding the sides of her arms across her chest.

"She doesn't mean it, Rose, I can see it in her eyes even if she doesn't know she knows it yet trust me, anyways that's good for me because I'm not interested in picking up where we left off."

"No? With the big sad eyes and the robot dog? What else were you doing last night?" Rose spoke sarcastically trying to possibly hurt the woman but having no effect.

"I was just saying how hard it was adjusting to life back on Earth."

"The thing is when you two met they'd only just got rid of rationing. No wonder all that space stuff was a bit too much for you." Rose snapped not caring about Sarah Janes feelings anymore.

"I had no problem with space stuff. I saw things you wouldn't believe." Sarah Jane snapped back at Rose knowing that being passive was getting them both nowhere.

"Try me," Rose commented. Rita heard this from outside the room. She slowly entered the room again trying not to interrupt the two.

"Mummies."

"I've met ghosts." Rose tried to one up the woman.

"Robots. Lots of robots."

"Slitheen, in Downing Street."

"Daleks!"

Rose scoffed "Met the Emperor."

"Anti-matter monsters."

"Gas masked zombies."

"Real living dinosaurs."

"Real living werewolf."

"The Loch Ness Monster!"

"Deadly statues" Rita spoke up just wanting to get something out of this conversation the two turned to her and raised a brow. "Well, technically not yet but I have seen them and I now know that they're real"

"Seriously?" Rose chuckled a little. "Listen to us. It's like me and my mate Shireen. The only time we fell out was over a man, and we're arguing over the Doctor." She shook her head then perched herself on the edge of the computer desks, Rita walked over moved a chair and sat down placing her legs on the desk and resting her arms on her head looking very comfortable.

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

"All the time." she laughed. "Does he still stroke bits of the Tardis?"

"Yeah! Yeah, he does. I'm like, do you two want to be alone?" Rose wiped her eyes and raised her brow, they continued to laugh while Rita sat there just enjoying herself and the two finally not arguing she noticed the Doctor walk in and raise a brow.

"How's it going?" He asked not questioning the two as to why they were laughing. They both started to laugh louder and have to rest there hands on their knees to keep upright.

"What?" He looked at them and then Rita who just shrugged. "Listen, I need to find out what's programmed inside these." Sarah Jane and Rose then laughed even louder.

"I did warn you yesterday Doctor" Rita grinned smugly.

"What? Stop it!" he ordered like a small child. Rita walked over and patted his shoulder. "Not sure how you're going to calm them down sorry, also I need to borrow the psychic paper, please?"

"What for?"

"Secrets" Rita winked at him.

"Is it dangerous?" He asked frowning.

"Most definitely, won't get me killed though" she grinned innocently. "I know what I'm doing Doctor, Foreknowledge remember?"

"Sometimes I don't trust you Rita Stone." He shook his head reaching into the inside of his coat pocket. Sarah Jane and Rose were now on the floor in hysterics.

"Ah but you trust me really" She joked as he handed her the psychic paper and then watched her walk off grinning to herself.

The brunette headed for the staff room, noticing that all the students were now heading inside she mentally groaned and started to run over trying to stop the Krillitanes from having their 'lunch'.

"Are you alright miss?" Multiple students had asked Rita on her way to the staff room. She tried to 'speed walk' past the students not to worry them however it was too slow and she had to pick up the pace changing the walk into a run. After arriving she noticed moat of the staff were inside she stood outside the door and breathed in deeply, this she had no ideas how it turned out the foreknowledge didn't include her decisions as she was never in the 'show'.

"Excuse me?" Rita spoke out loud noticing that thankfully none of the maths teachers were in the staff room. "Mister Finch says he wants you all to meet him in the science department preferably Mister Smiths room, told me to tell you to wait for him there. She held up the psychic paper.

The teachers nodded and then headed towards what was the Doctors class room which lucky was in the opposite direction to where Mister Finch and his Krillitane maths staff were coming in.

Rita followed the staff unaware of their boss being an alien that wanted to eat them to the class room and waited for them to enter before shutting the door and placing a lock on it. It wasn't anything like the Doctors sonic screwdriver but she knew he needed that so she had to do with second best. Lucky she eyed the lock and picked it up before exiting the staff room.

The brunette pleased with her work ran back to the maths computer room the Doctor, Rose and Sarah Jane were ingoing the long way round so she wouldn't bump into any Krillitane and become a snack before taking over the world and being stopped by the TimeLord. The halls were now almost silent and she knew that the students were almost all in their 'maths lesson' the brains of over one hundred children being used to take over the world.

----------------------------------------------------------------

"Where have you been?" The Doctor asked not looking up from the CPU he was trying to get into.

"Lunch is meant to be around twelve, not eleven, had to stop it." She grinned, the Doctor looked up pausing what he was doing.

"Seriously?" He raised his eyebrows guessing what she was talking about.

"No" she lied  "of course, I had to. The poor staff are probably scared for their lives stuck in your classroom."

"Why did you send them there and how did you keep them in there?"

"Well since you needed your sonic screwdriver and You don't exactly have a spare I found a big thick old lock in the staff room and used that." Rita grinned proudly.

"Oh, you are brilliant Rita!" He grinned hugging her then turning back to the CPU. "But I can't shift it."

"I thought the sonic screwdriver could open anything!" Sarah Jane said surprised that it couldn't unlock the CPU

"Anything except a deadlock seal." The Doctor sighed.

"And wood, you would think that he would change that considering his ship is made of that on the outside. A lot of 'wood' mentioned in the sentence," Rita thought out loud.

"And wood" the Doctor groaned in annoyance but not at the brunette. "There's got to be something inside here." He hit the computer trying to get it to work.

"That won't help you Doctor" Rita chuckled a little at how thick he was acting for a 900-year-old TimeLord that was no doubt smarter than the entire human race.

"What're they teaching those kids?" He rhetorically asked himself. "Rita?" he sighed.

"I don't know Doctor"

"What do you mean you don't know?" Sarah Jane asked. "I thought you had foreknowledge.

"I don't know everything, I am only human" Rita sighed. "Just have to keep trying Doctor somethings bound to happen.

The Doctor continued to try and open the CPU while Rita, Sarah Jane and Rose stayed out of the way and waited, they all jumped back when the computer monitor it suddenly switched itself on.

"You wanted the programme? There it is." Sarah Jane pointed out that the computer was now on.

"Some sort of code." The Doctor frowned his eyes then widened "No. No, that can't be." The Doctor slowly walked towards the large screen at the front of the room, his face full of horror and his eyes widened. "The Skasis Paradigm."He identified it as "They're trying to crack the Skasis Paradigm."

"The Skasis what?" He gritted his teeth not looking over at Sarah Jane. "The God-maker. The universal theory. Crack that equation and 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 frowning. "Yes." The Doctor turned around. "And their learning power is being accelerated by the oil." He cracked it. "That oil from the kitchens, it works as a, as a conducting agent. Makes the kids cleverer."

"But that oil's on the chips. I've been eating them." Rose eyes widened

"What's fifty-nine times thirty-five?"

"Two thousand and sixty five.' Rita thought

"Two thousand and sixty-five. Oh, my God." Rose answered automatically

'Wait what.' Rita thought her mouth dropped open. No one else noticing the brunettes expression. 'I haven't even touched the chips and there is no way I remembered that'

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

"No, it's got to be children. The God maker needs imagination to crack it. They're not just using the children's brains to break the code, they're using their souls." The Doctor gritted his teeth again. Rita looked over her shoulder at the computer. She slowly walked over to it in the corner like it was pulling her in. She had no control.

"Let the lesson begin." Finch spoke proudly of his work. The Doctor, Rose and Sarah Jane all turned round. Finch noticed Rita over by the computer and grinned then flicked his eyes away from the brunette before the Doctor or the other two females noticed "Think of it, Doctor. With the Paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it."

"Oh yeah? The whole of creation with the face of Mister Finch? Call me old-fashioned, but I like things as they are." He mocked the Krillitane.

"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 attempted to persuade the Doctor.

"What, by someone like you?"

"No, someone like you. 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 civilisations you could save." He hit the Doctor where it really hurt. Who he could save. "Perganon, Assinta. Your own people, Doctor, standing tall." Finch grinned seeing how it effected him. "The TimeLords reborn."

"Doctor, don't listen to him." She tried to help.

Finch snapped his head over to Sarah Jane. "And you could be with him throughout eternity. Young, fresh, never wither, never age, never die." He turned back to the Doctor smiling again. "Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor. Join us. "

"I could save everyone." He murmured thinking aloud.

"Yes." Finch cooed.

"I could stop the war."

"No." Sarah Jane snapped. "The universe has to move forward. Pain and loss, they define us as much as happiness or love. Whether it's a world, or a relationship, everything has its time. And everything ends."

"What lovely words miss Smith. It's a shame you're not as clever as your brunette friend over there, ruined my lunch and didn't even eat a single chip." Mister Finch moved his gaze from Sarah Jane over to Rita grinning madly. The Doctor snapped out of the moment picked up a chair throwing it at the huge screen at the front then turned to Rita pulling her away from the computer by her arm.

"Out!" He shouted switching from grabbing hold of Rita's arm to the brunette's hand and pulling her away. 'How?'  The same word repeatedly came up in his mind as he ran heading out of the room taking the lead. still holding onto Rita.

"What the hell happened?!" Rose shouted following the Doctor and Rita in the corridor.

"I- I don't know. It's like it pulled me in" Rita stuttered trying to explain.

"But he said you didn't touch the chips?!" Sarah Jane also shouted.

"Not the time!" The Doctor shouted back turning a corner and running down the stairs.

"I didn't-" Rita began to talk.

The Doctor then interrupted her speech. "Like I said, not the time we can talk about this later" he cut her off continuing to run down the stairs.

"What is going on?" Mickey who then turned his head looking up the stairs at the sound of deadly krillitanes not that far away from the group.

"That explain it?" Rita snapped not understanding why she did.

"Canteen lets go!" The Doctor shouted running in the direction of the canteen. Rita felt her body jolt almost falling over at the sudden sprint made by the Doctor who forgot his hand was still firmly connected to the brunettes mainly because he knew that the krillitanes will no doubt want her for her unbelievablely smart mind that he still couldn't figure out how it was possible but also because somewhere inside him in a tiny corner of the TimeLord's body even when he wanted to deny it so very much, he though it just felt right.

"Are they my teachers?" Kenny asked in shock noticing the Krillitane behind him as they ran into the canteen

"Yeah. Sorry." The Doctor said not very sincerely.

"We need the Doctor and the young brunette alive. She has a clever mind." Finch grinned staring right at Rita until the Doctor stepped in front of her blocking the Krillitanes view. "As for the others? You can feast."

The group all dived under different tables the Doctor pulling Rita to the ground with him causing her to crash to the floor. Rita saw a krillitane dive down at her, she closed her eyes waiting for the impact and the pain but then noticed there was none, slowly opening her eyes she jumped back right into the Doctor who also jumped at the sudden movement. The Krillitane which had dived to attack was now lying right in front of her unconscious or possibly dead.

"K9! " Sarah Jane shouted proudly grinning at the metal dog.

"Suggest you engage running mode, mistress."

"Come on!" The Doctor pulled Rita out from under the table and let her go to help Rose. He made sure all of the companions got out of the canteen safety before ordering: "K9, hold them back!"

"Affirmative, master." He obeyed. "Maximum defence mode." He ran out the canteen in the same direction that the others had gone in while K9 shot at the Krillitane defending him. "Power supply failing," K9 stated.

"Forget the shooty dog thing." Mister Finch spat

"Power supply failing," K9 mentioned again.

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Rose, Rita, The Doctor, Sarah Jane, Mickey and Kenny were all in one of the psychics class rooms.

"It's the oil." The Doctor widened his eyes in realisation. "Krillitane life forms can't handle the oil. That's it!" He started to pace around the room.

"They've changed their physiology so often, even their own oil is toxic to them." He turned to Rita and Rose to ask them both: "How much was there in the kitchens?

"Barrels of it." Rose answered quite literally meaning barrels upon barrels.

The group changed there gaze from each other and focused on the door which was getting shaken by what was most likely the Krillitanes outside trying to get in.

"Okay," the Doctor said calmly thinking fir a moment. "we need to get to the kitchens. Mickey." He turned to the man.

"What now, hold the coats?" He asked sarcastically.

"Get all the children unplugged and out of the school." He ordered not commenting on the mans sarcasm. "Now then, bats, bats, bats." He looked around the room then looked over to Rita who nodded knowing what the Doctor meant by looking over at the brunette. "How do we fight bats?"

"Kenny" Rita looked from the Doctor to the child grinning. Kenny looked around then slammed his fist into the fire alarm next to him. Almost automatically the ringing if the bell blared out around the entire school.

The group could hear the Krillitanes shrieks and cries of pain outside. The humans and the TimeLord opened the door and ran past the Krillitanes which were clutching their heads hunched over there wings flapping about.

"Master."

"Come on, boy." The Doctor cooed K9 to follow. "Good boy." He ran to the door heading into the kitchen and unlocked it with the sonic screwdriver.
Rita and Rose ran in first over to the barrels of Krillitane oil. He began to try and open a barrel of oil. "They've been deadlock sealed." He groaned. "Finch must've done that. I can't open them."

"Of cause you can't" Rita sighed. "For a bat he's not stupid." The Doctor nodded at her comment then tried to open another barrel.

"The vats would not withstand a direct hit from my laser," K9 spoke up. "But my batteries are failing. " The Doctors face fell knowing what will happen. "Right. Everyone out the back door. K9, stay with me."

"You" Rita pointed to the Doctor. "Don't do anything stupid" she ran out the back door following the others. She knew he wouldn't but it was good to just be safe.

"What is he doing?" Sara Jane asked Rita after she appeared at the door.

"Just get back!" Rita shouted sprinting away from the kitchen door.

"Rita-"

"Where's K9?" Sarah Jane asked. Rita sighed at the woman's persistence. She saw the Doctor ignore her question locking the door and turning to the companion.

"We need to run." Was all he said as he grabbed her hand and pulled her away from the door.

"Where is he?" She asked again talking about K9. "What have you done!" Sarah Jane asked again as the Doctor pulled her away running away from the kitchen door catching up with Rose and Rita then grabbing the brunette's hand with his free one helping her run faster.

The group found Mickey with the students out side of the school the Doctor let go off Sarah Jane and Rita's hands, moments after finding them the schools kitchen made a loud explosion signalling K9 had shot the barrels and successfully killed the Krillitane.

"Yes!" Kenny jumped up and down throwing a fist into the air. Rita slowly walked over to Sarah Jane seeing the woman who looked heart broken. "He had no choice. The Doctor didn't want it to end like that, I know he had no other way." She placed a hand on the woman's shoulder. She was looking down at the ground breathing deeply. The children started to chant Kenny's name over and over. Rita sighed patting Sarah Janes shoulder.

"I'm sorry." The Doctor cautiously walked over to the pair seeing Sarah Jane in distress.

"It's all right." She sadly smiled looking up at the Doctor then looked over at Rita the same. "He was just a daft metal dog." Rita knew this wasn't true and slowly retreated back giving the woman and the Doctor some space. "It's fine, really."

Only seconds after her comment Sarah Jane she began to cry, the Doctor tried to comfort the woman wrapping an arm around her shoulder Rita smiled sadly over to them Sarah Jane too upset about the loss of K9 didn't notice the brunette, however, the TimeLord did and sadly smiled back.

  ---------------------------------------------------------------- 

"About in the classroom" Rita mumbled while the Doctor leant on the console in the TARDIS he crossed his arms and watched her begin to explain, "I honestly don't know what happened"

"It's fine, I'm not worried about that" he admitted. "What I'm wondering is how it did that and how you managed to almost crack that thing."

Rita sighed looking down away from the Doctor she mumbled "I also knew the answer"

"The answer?" he questioned.

"To your question. Fifty-nine times thirty-five. It's two thousand and sixty-five, and that definitely wasn't foreknowledge. It's like the longer I'm here the smarter I'm getting, no that sounds stupid, right Doctor?" She looked up at him, his expression unreadable. "Doctor?" She questioned again just as Rose and Mickey walked into the TARDIS.

"Rita, you always were smart and I still don't know how you got onto that Dalek ship but that theory definitely is not stupid, I'll keep looking, soon we will understand what happened."

"Okay" she nodded. "Thank you, Sarah Jane will most likely be here in a minute, go ask her if she wants a cup of tea" she grinned the Doctor nodded his head then walked outside. He then appeared a moment later followed by Sarah Jane.

"You've redecorated." Sarah Jane grinned looking around the TARDIS console room.

"Do you like it?" The Doctor asked her walking over and standing next to Rita.

"Oh, I, I do." She smiled lightly moving her hand over the console, the TARDIS hummed in response. "Yeah. I preferred it as it was, but, er, yeah. It'll do."

"I love it" Rose smiled warmly at the woman. Rita also smiled glad the two companions were now on 'good terms'

"This one is my favourite" Rita looked around smiling.

"Hey, you" Sarah Jane looked over at Rose. "What's forty-seven times three hundred and sixty-nine?"

'Seventeen thousand three hundred and forty-three' Rita blinked. The Doctor noticed confused face and lightly squeezed the brunette's hand. She looked up at him and sighed. Whatever it was wasn't going to just go away.

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

"But you're still clever." Sarah Jane smiled. "More than a match for him." She looked over at Rita. "Both of you"

"You too Sarah Jane" Rita let go of the Doctors hand and walked over to her and Rose.

"Er, " the Doctor scratched the back of his head starting to move around the console. "About to head off, but you could come with us." He offered.

"No." She shook her head lightly trying not to hurt the Doctors feelings. "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 spoke up. Sarah Jane looked over at him in horror. He then explained further. "No, not with you, I mean with you." He looked over at the Doctor "Because I'm not the tin dog, and I want to see what's out there."

Sarah Jane saw the glint in Mickey's eyes and the mental groaning in the Doctors. "Oh, go on, Doctor." She encouraged. "Sarah Jane Smith, a Mickey Smith. You need a Smith on board."

"Okay then, I could do with a laugh." He agreed giving the man a chance.

"Rose, is that okay?" He asked Rose crossed her arms not looking at him biting her lip and speaking harshly  but quietly as she lied: "No, great. Why not?"

"Well, I'd better go." Sarah Jane saw the sudden tension and pulled Rose in for a hug.

"What do I do?" She asked Sarah Jane. "Do I stay with him?"

"Yes." She looked at the blonde. "Some things are worth getting your heart broken for." Her gaze looked over at Rita who was now talking to the Doctor. "Find me, if you need to, one day. Find me." Rose nodded and then let Sarah Jane go. Rita turned to her and walked over to the woman.

"I'll see you again soon Sarah Jane" she smiled. "Until then I'll miss you"

"You and me both Rita." She hugged the brunette then whispered into her ear. "Take care of him, both of them. I see that sparkle in your eye Rita Stone just be careful" she warned her face giving off a serious expression.

"Sparkle?" Rita frowned pulling away.

"Secrets" she grinned stealing the brunettes line.

"I see what you did there." She shook her head. "Goodbye, Sarah Jane."

"Goodbye, Rita Stone" She then exited the TARDIS, the Doctor following her outside.

"It's daft, but I haven't ever thanked you for that time. And like I said, I wouldn't have missed it for the world." Sarah Jane spoke to the Doctor over her shoulder as she walked out.

"Something to tell the grandkids." The Doctor smiled.

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

"Right. Yes, sorry. I didn't get a chance to ask. You haven't?" He didn't know the right words to use scratching the back of his head is tried to find the correct words. "There hasn't been anyone? You know."

Sarah Jane laughed a little then joked. "Well, there was this one guy. I travelled with him for a while, but he was a tough act to follow. Goodbye, Doctor."

"Oh, it's not goodbye." He tilted his head a little.

"Do say it. Please. This time. Say it." He sighed.

"Goodbye, my Sarah Jane." He smiled then pulled her into a hug pulling her off of the floor. He then let go of her and walked inside.

"Doctor!" She shouted then repeated again even louder: "Doctor!"

"Hmm?" He popped his head out of the door confusion filling his face.

"Look after her" he frowned not knowing who she was talking about.

"Rita" Sarah Jane confirmed. "And Rose, look after both of them, I can see Rita needs it, her eyes remind me of you, lost and alone, no one should be alone Doctor, not even you." She smiled then turned away. The Doctor stood there for a moment a little shocked and confused.

"I will," he finally replied giving a small nod. "Both of them, I'll keep them safe" he watched her walk away then mumbled quietly giving out a sigh.

"As safe as I can"