Disclaimer: All this belongs to the BBC in some form or another. I'm just borrowing their sandbox for a bit, I promise to put everyone back where they left them.

This one is going to be darker than Taking in Strays. Consider yourself warned.

Thank you to Spydurwebb for the beta. Much needed and much appreciated.

"Rise and …" The Doctor started to quip as he snapped awake. "Now where did you go?" A frown crossed his face as he looked about. He wasn't used to either sharing a bed or having the person he shared it with wake before he did. "More proof you really are a Time Lord. Oh, there's going to be no dealing with Jo now." His voice gave way to a groan as the realization hit him and he swung his feet out from Sarah's bed. "Maybe you've had better luck convincing her now than we did before. Although now we actually are…" He shook his head and focused on getting back into his suit.

"Right then, time to face the masses." He finished tying his Converse and stood once more, preparing himself for the question he was certain he was sure to face.

Trotting down the stairs, soft words drifted through the walls. "So we're supposed to keep an eye on things here?" Mickey sounded duly proud of himself. "Us?"

Martha chuckled. "Us and the Brigadier, but she doesn't want Sir Alistair fussing, so she wants us to report to him."

So Sarah planned on coming with him. A smile crossed his face. He certainly wouldn't mind that. He came down the last flight of stairs and focused on his former companions. "Couldn't have chosen better myself."

"Doctor," Martha smiled at him, but something was off about it.

Slipping an arm over each of their shoulders, the Doctor grinned reassuringly. "I'll take good care of her, no one here needs to worry. I know her going so quick after coming back is a shock."

Mickey spared a quick glance at Martha. "Doc, maybe you should find Sarah Jane."

"Too right, Mickey." He glanced around. "Where is she?"

"I think she went to spend some time with Luke and the other kids." Martha responded. "Out front by Luke's car."

"Right then," the Doctor strode away, only to stop by the front door for a moment, feeling someone's gaze on him. Looking back, he could see that Wilf joined Mickey and Martha watching him with a slight frown. Turning back towards the door and slipping through it, the Doctor couldn't shake a sense of unease.

"So why can't we all have our mobiles modified to reach anywhere?" Clyde complained while Luke focused on the device in his hand.

"Mum needs to be able to keep up with me." Luke said happily. "Without having to depend on K-9 or Mr. Smith. Besides you're right here, so you'll still be able to go on adventures with Martha and Mickey. They'll keep in touch with mum. I'll be back in Oxford."

"It won't be the same," Clyde groaned. "Besides she promised you that she'd take you travelling once you were done university."

"Clyde," Rani sighed. "It's not Sarah Jane's fault we're grounded. She said she'd appeal the Judoon's judgement with the Shadow Proclamation."

"Oh, I wouldn't like to be on the other end of that tirade. Be interesting to watch though." The Doctor pulled a face as he strode up and then rocked on his heels. Even as he made the quip though, something didn't sit right about what the children had said. That Luke would travel with Sarah Jane. Didn't they mean with 'them'? "So where's your mum, Martha thought she was here?"

Luke's brow furrowed slightly. "I think she's in the attic with your TARDIS."

A bit of the unease began to pass, until a black SUV pulled up along side the house and Jack slid out, but leaned in to speak to the driver. "So Gwen, you and Rhys hold the fort. Get in touch with the Brigadier or Martha and Mickey if you need help. They'll get in touch with Sarah Jane and I if we're needed."

The air seemed to crackle as the Doctor's expression darkened, the reason for his unease becoming blatantly apparent. He turned on his heel, his coat billowing out behind him. As though Jack could feel the change in the atmosphere he turned and blew out a breath. "I'm going to have to apologize to Sarah Jane, aren't I?"

"Going off without me. Probably wasn't even going to say anything. Just disappear." The Doctor didn't seem to realize just how hypocritical it was for him to be upset about that as he passed Martha, Mickey and Wilf who could only shake their heads in disbelief.

He took the stairs two at a time as he rushed to confront Sarah Jane, coming into the attic and striding into his TARDIS, when the sound of Sarah's voice brought him and his self-righteous anger to a halt. "Just because I can't stay, doesn't mean I don't want to."

For a moment, the Doctor was certain she was talking to him. He listened as she continued. "No, I really can't, my dear old friend. As much as I love you." The Doctor was about to speak, but Sarah broke the silence and he realized she was talking to his TARDIS. "Yes, you're right, I love him too, old girl. Almost as much as you do."

"Then why can't you stay with us?" The Doctor couldn't hold back the words even as he hated the almost pleading tone of his voice. Somehow it didn't surprise him as she slid out from beneath his console. "And what are you doing under there?"

"Maintenance. Helping out. Remember, I'm a fully qualified bio-mechanic and TARDIS engineer now." She said flatly as she stood up and stroked the TARDIS's console. "Just because I can't stay with you, doesn't mean I don't want to help her."

"That's the second time you've said that. After last night, am I really so easy to leave?" He kept his voice cool not wanting to give away how much it hurt.

"No, you're not. That's the entire problem." Sarah moved to gather up a pile of clothing on the floor he hadn't noticed. Obviously, she'd raided his wardrobe as well as the clothing she'd once worn, from the look of the fedora she settled on her head and the scarf and velvet cape wrapped in her arms. "But that doesn't change the facts, no more than last night changed how you feel."

"Of course it didn't. Why would getting my hearts' desire change how I feel?" The Doctor crossed his arms over his chest, in denial about what would upset Sarah this much.

"Don't be coy, Doctor. I know very well that you have no intention of allowing me to remain a Time Lord. You want your hearts' desire so much that you're willing to throw it away. Do you really hate yourself so much?" Sarah caught and held his gaze. "The only reason you want me with you is so you can find a way to make me human again. Though why you haven't just tried to force me into the Chameleon Arch…"

"I wouldn't… Not like that." The Doctor denied with a shake of his head, he should have known she'd have 'heard' his guilt last night. "You wouldn't be … you if you went through the arch. You'd be a Sarah Jane shaped stranger. I can't lose you like that or do that to Luke."

"It's nice to know some things are too much for you." Sarah groused as she strode out of the TARDIS and into the attic, arms full. "It's really too bad you won't respect my choices."

The Doctor followed after her, deciding not to bring up her thieving from his closet. "Sarah! SARAH… You don't know what you're asking for."

"That's what you said last night." She moved down the stairs ahead of him, not letting him catch up or stop her. "You're going to have to come up with something more convincing, Doctor."

He watched as Jack met her at the bottom of the stairs, taking the bundle of clothing save for the hat and scarf with an apologetic look and headed out to the garden where Sarah's TARDIS still stood. "So, you're taking Jack." He couldn't help the jealousy that rolled off of him.

"Now you're jealous." Sarah rolled her eyes. "That's rich, Doctor. You can't wait to put barriers between us, but you're upset because I want to take an experienced companion with me to help keep me from messing up."

"You could come with me, Sarah. I could teach you." He offered.

"What would be the point in that, when you just want to make me human again?" Sarah fumed, glad that she'd seen Wilf and the others go out to keep Luke and the children away from this train wreck. "You're my oldest, dearest friend and I love you. There's so much about you that I admire and respect, but Ushas said there's no way back for me and I don't want to end up hating myself the way you do."

"You can't trust, Ushas, Sarah. She's manipulative. Pure evil." The Doctor couldn't believe Sarah believed the Rani over him.

"Manipulative, yes. Pure evil? No one is pure anything, Doctor. Except a Dalek. She understood you so much better than you realize. She warned me." Sarah started.

"And there you have it. That was her game. Take away someone I care about." He looked at her pleadingly.

"I don't want to go back, Doctor. I want to go forward." They kept walking as their exchange continued, finding them outside the door of her time capsule. "Besides, Ushas isn't taking anything away from you. You're the one putting those barriers up. This wouldn't be happening if you could just accept this. Accept me." Sarah shrugged, "Maybe that was part of her game, but you don't have to let it happen." She moved forward, taking his hands in hers and that electric charge between them rushed back, forcing her to admit the other part. "That's not totally true. I don't know if I could go with you now, even if you didn't feel as you do about me being a Time Lord."

That hit like a knife to his hearts, stopping the song they began to sing when she'd touched him and their connection roared back to life. "Why?"

"Because," Sarah struggled for words for the first time in her life. Words were her forte, her weapon of choice and they nearly failed her here. She started again. "Because I need to know I can do this. If I went with you now, I never would know. I'd always wonder. Am I a real Time Lord? Can I really understand and use the things I have locked up in my head now? Am I still Sarah Jane Smith or am I something less? Something more?" Her hands shook as she cupped his cheek, intensifying the feeling of connection. "Please understand, in the state I'm in now, I'm not strong enough. I'm not strong enough to learn how to do this from you but not learn to hate what I am now. I need to do this on my own."

There was silence as they watched each other. Then slowly, reluctantly, the Doctor nodded. "You're going to be brilliant." He watched her, memorizing her face. Wanting to etch this in his mind, so he'd never forget.

"None of that, Doctor." She understood instantly what he did and why, that bond still vibrating between them. "That's the best part about this. No more withering. No more dying. I will always know in my hearts whether you've regenerated or not. This isn't a goodbye." Sarah looked up at him with such hope in her eyes that he couldn't keep a slight spark of the same from igniting within him. "Once I've done what I need to, and you've accepted what I am now, we'll find each other again."

His hand moved to her cheek, mirroring hers. "My Sarah Jane."

"Always." This time they both felt the rush of connection, the permanent bond between them. It was too much of a temptation to lose herself in it, so she let her hand drop from his face stepping back towards her TARDIS and disappearing into its depths. He watched for a moment, still trying to work out how to make her stay, then turned away, walking slowly back towards his house while trying to ignore the sinking feeling in his hearts. Only the wheezing grinding noise of dematerialization drew his attention back to the flower patch where her TARDIS disappeared from sight.