Hey, Everyone. I may have mentioned before that my two favorite Doctors are 10th(David Tennant) and 4th(Tom Baker, the Doctor I grew up watching on PBS.). Sarah Jane Smith first appeared as a companion to the 4th Doctor, and many years later reappeared in a few episodes with the 10th. Yes, I'm aware that she also met 11th, once, but I'm ignoring that along with Matt Smith altogether. Hate me all you want, flames will only be used to grill steaks; but aside from a few bad-ass moments(which I think Tennant would've done better anyway), I never really liked 11th. At all. Shortly after her final appearance on Dr. Who, the actress who played Sarah Jane Smith since the beginning, passed away due to cancer.

This chapter is dedicated to her memory and is setting up for my version of 10th and his companions. Enjoy!

Chapter 4: Rest in Peace, Sarah Jane Smith

The Doctor had been travelling alone recently, ever since returning Donna Noble to her family. He needed time to reflect. But when he received a call from Martha Jones on his cross-time and space cell phone, the sad news she informed him of had him returning to Earth. One of his dearest friends on Earth had not only passed away, but had named him in her will, and he respected her too much to ignore the summons. But he could not imagine what she could possibly want to leave him in her will.

He set coordinates to rematerialize in his old office in UNIT HQ in London. With a final loud *kthump!* and flash of blue light, the TARDIS materialized. Throwing his trenchcoat on over his blue suit and sneakers, and making sure he had his UNIT credentials, the Doctor opened the door and stepped out into his old office and turned to lock the door. Not as much dust as he expected when his eyes swept the room with a sense of nostalgia.

"Welcome back, Doctor", a friendly male voice with an American accent said. The Doctor turned to see two figures wearing black tactical armor. The female was beautiful, had dark hair and eyes, but her skin was an odd mottling of all human skin colors in an almost camouflage pattern. She was a GELF: Genetically, Engineered, Life-Form; more commonly known by the derogatory slang term 'dagger'. They'd been developed in the early 21st Century to be soldiers, and were only recently recognized as human when it was revealed that they could reproduce like normal humans.

The male had laughing green eyes, spiky golden blonde hair tied back, and a black duster over his armor. He radiated both an easy-going nature and raw strength and ability. They were both carrying the latest in UNIT and GDF sidearms; an energy pistol with adjustable power ranging from stunning an attacking dog to blasting a Dalek or Cyberman completely dead off their feet. Earth had gotten seriously tired of being invaded. The designers apparently had a humorous sense of nostalgia, as the weapons looked like the classic "Lazer Tag" pistols from the 1980's.

"I'm Drake Powers", the young man smiled with a lazy salute. "Captain, if rank actually matters. My partner is Lt. Felicia Tigre. We were told to expect and meet you here, then bring you to Brigadier Katherin Lethbridge Stewart."

"Alright. A pleasure to meet you both. Allon-zee!"

They began walking to the Brigardier's office, the Doctor taking note of all the changes and all the things that seemed the same from his last visit years ago in Earth time.

The Doctor could not help noticing that both his escorts carried themselves as lithely as jungle cats. This was to be expected of Lt. Tigre, but Capt. Powers? Unless.,…of course!

"I hope you don't mind my asking, but are you a Mutant, Mr. Powers?", he asked. More and more mutant humans with enhanced traits had begun to be born. Many jumped at the opportunity to protect the planet presented to them by the Global Defense Force; either from a sense of duty or feeling the call of adventure.

"*chuckle!* I'm not surprised that you noticed so easily, Doctor", Drake smirked. "As you know, the Global Defense Force works very closely with UNIT to protect the whole planet. UNIT provides the intel, and the GDF is the 'muscle' as it were. I'm very sorry for the loss of your friend, Doctor", Drake said sympathetically. "I met Miss Smith once. A fine lady, and her son Luke is a very promising cadet. He's a mutant, too, you know; a genius-type as opposed to physical like me."

"Yes, I knew he was special", the Doctor grinned. As they walked, the contrast between his escorts was clear. Drake had an easy-going attitude and laughed easily. Felicia was all business and discipline, and yet The Doctor could sense an undercurrent of…attraction she had for Drake.

Arriving at the Brigadier's office, Drake gave the door a 'Shave-and-a-Haircut' knock after winking at her assistant while holding a finger to his lips as if to 'shush' her.

"Ugh! Come in, Captain, you cheeky bastard!", came an amused grunt of frustration from the other side of the door.

The Doctor stifled a chuckle as they entered.

"How many times must I tell you…?! Oh! Hullo, Doctor!", the thirty-something woman behind the desk greeted warmly. Then she snarked, "I see you've met my new comedy team from across the pond?"

"Oh, yes! Well, they were quite entertaining on our walk over here", he smiled, hugging the grand-daughter of his longtime friend and former occupant of this very office.

"Yes, I'm sure", she drawled, glaring a bit at Drake who simply smirked. "I am sorry that we had to call you back to Earth under such…..sad circumstances."

"Such is life here on Earth", he replied sadly. "I could no more miss this than I could your grandfather's funeral. He and Sarah Jane were my best and closest friends here in UNIT. Like family. But look at you! You've come a long way from the young UNIT Academy graduate I met by his graveside. He would be so proud to see you in his office and position!"

"Thank you, Doctor. I do my best to live up to his legacy", she smiled. "Tea? Or perhaps something a bit stronger?"

"I believe your grandfather always kept a bottle of ten year-old scotch in his desk?", the Doctor winked.

"He did", she grinned, opening a particular drawer in the antique oak desk. "But I never cared for scotch. Grandpa and all my Highland ancestors are probably spinning in their graves, but I've developed a taste for Kentucky bourbon."

She smiled as she placed a bottle of Jim Beam Devil's Cut on her desk with two shot-glasses. She sent a playful glare at the smirking Capt. Powers. "Bourbon is one of the rare things that the Americans got right. Dismissed. And wipe that bloody smirk off your face!"

The two GDF soldiers saluted and left as Katherin filled both glasses. With a *klink* the Doctor and the Brigadier downed their drinks.

"Oh, now that is very good", the Doctor said appreciatively. He'd had bourbon before, but this was exceptional.

"Yes indeed", she agreed. "Apparently when Captain Powers learned that he was one of several GDF soldiers being transferred here, he did his research and brought an entire case of this nectar of the Gods to present to me as his new C-O. Ever since he's been insufferably cheeky! Yet I can't seem to bring myself to reprimand him…..much."

"He does have something of a rogueish charm, doesn't he?", the Doctor grinned.

"True. Yet his record is exceptional, even by mutant standards", she told him seriously. "Decorated several times for his courage and ingenuity. During the 'Cyber-Ghosts' Incident, his squad was instrumental in retaking the UNIT helicarrier over Los Angeles. And during the 'Stolen Earth' Incident, he not only took out multiple Daleks himself, but he managed to ambush and literally disarm a lone Dalek he'd come upon with his bare hands and drag it back to a Command Post for interrogation!"

"How the blazes did he 'disarm' a Dalek?", the Doctor asked.

"According to his own account, he managed to catch it by surprise and ripped its gun right out of the socket", she told him. "It then turned its manipulator-arm on him, which he promptly twisted into a pretzel. Now it started to panic and tried to call for help. He then drew his weapon and pointed it right in the eye and ordered it to 'shut up and come with me or I'll blow your ass all the way back to Skaro!' If it was ever possible for a Dalek to shit itself, it would have been that moment I think!"

"Impressive", the Doctor said, impressed with Powers' abilities.

xxXXxx

The funeral service was a dignified affair, as was the burial. The Doctor reconnected with many old friends and collegues at the wake, including Sarah's adopted son Luke, K-9, former UNIT agents and officers, Captain Jack Harkness of the Torchwood Institute, and Sarah Jane's super-computer A.I. "Mr. Smith".

This was not the first old friend of his on Earth who had died recently; relatively speaking…

xXx

(Tokyo, 1995)

The TARDIS materialized unnoticed in the smoke-filled sky, but the Doctor was helpless. He could do nothing to save his old friend, because the death of Godzilla was a 'fixed point in Time', one of those singular, pivotal moments in the history of the Universe that was immutable. To even attempt to change it could tear the fabric of Time and Space.

Destroyah, the nightmarish horror spawned by the activation of Dr. Serizawa's Oxygen Destroyer weapon in Tokyo Bay to kill the first Godzilla in 1954, had just been felled by the overwhelming power of Burning Godzilla and the freezing weapons of G-Force. But the rigors of the battle had pushed Godzilla's agonized body past the point of no-return. Melt-down had begun. Smoke and intense radiation was beginning to pour uncontrollably from him with bright flashes of light.

[cue the funeral dirge composed by Akira Ifukube for the meltdown scene in "Godzilla vs Destroyah"]

In a desperate attempt to minimize the damage to the planet, G-Force had every freezing weapon available maintain a constant barrage on the dying King. His spines were melting, as was his outer skin. Among the Monster Islands and elsewhere, the kaiju of Earth seemed to sense what was happening.

Their King was dying.

"I'm sorry, old friend", the Doctor whispered sadly from the open door of the TARDIS. "I wish there was something I could do to save you. But my hands are tied. But I had to come. I couldn't let you die alone."

Sensing someone familiar nearby, Godzilla turned his gaze toward the TARDIS, and seemed to lock eyes with the Doctor; one of only a very few aliens he called 'friend'. He almost seemed to smile as the flesh on his face began to melt.

(Do not mourn me, old friend. I have lived a full life and have no regrets), Godzilla crooned. (I ask of you only one thing, Doctor; TAKE MY POWER! Take my power and save my Son.)

With those final 'words' Godzilla, King of the Monsters, melted down with final mournful roar. The Doctor remained frozen in despair until the Kaiju King's body was completely gone, mourning not only the passing of his friend, but also for the city that was now saturated with his radiation….OF COURSE!

The Doctor closed the door and raced to the control console! A quick scan revealed the location of the prone body of Junior among the wreckage of the nearby airport, presumed dead from Destroyah's assault. A deeper scan showed just a spark of life left in the young saurian. Godzilla must have known he was still alive, if only barely!

His hands a blur, the Doctor quickly reconfigured a few instruments on the control console and activated them. The TARDIS began to quickly collect every last rad of radiation released by the meltdown and funnel it into Junior! The human observers were amazed as they watched the radiation disappearing!

The weeping G-Force psychics Miro Ozawa and Miki Saegusa, having only just now witnessed and sensed the death of Godzilla; now sensed something new, and yet…. familiar. Their eyes widened as they shared a look then turned toward the wrecked airport.

[cue the musical piece from the Godzilla KOTM soundtrack – "Rebirth" - Bear McCreary (Official Video)]

An unmistakable, powerful roar rang out! As the smoke around the ruined airport began to clear, a familiar colossal figure appeared, rising to his feet! A new, fully matured Godzilla! Slightly leaner, with larger, more jagged spines, yet possessing all the stature and strength, and perhaps even greater power. He fired a massive blast of nuclear fire skyward, SPLITTING THE HEAVENS!

All the kaiju of the world sensed it. The King is dead. Long Live the New King.

(F-Father? Are you there?), the former Junior asked, disoriented from his ordeal.

(I'm afraid not, Junior.) He looked up to see the hovering TARDIS, and blinked in confusion at the Time Lord he had only met once or twice standing at the door.

(Doctor? What's going on? Where is my Father and that…..thing I was fighting? Last I remember, I was falling. Then, for a moment I saw my Father. Then…. nothing until now.)

(I'm so very sorry, Junior), the Doctor said sadly. (Your Father is dead. He sacrificed himself to defeat your enemy. With his last breath, he asked me to save your life by giving you his energy. You are now Godzilla. You are the new King of the Monsters of Earth.)

(F-Father? Dead? No….), the new Godzilla seemed to be crying as his Father's memories expanded in his mind, even those up to the moment of his death; soul memory: the gift of Gaia to all her Guardians. Then, with a huff and a heavy heart, he stood tall. (I will take my Father's name, but I am not yet worthy to be King. I must earn that title. Farewell, Doctor. Thank you, for saving my life. You are a true friend. I shall honor my Father's vow to you: if you should ever need my help, you have only to ask, and Godzilla will answer.)

(Good luck, my young friend), the Doctor smiled as the new Godzilla made for the coast and the open Pacific. Their weapons out of power and ammunition, G-Force could do nothing but watch in awe as the majestic titan strode past them. He paused only for a moment, to acknowledge G-Force psychics Miro Ozawa and Miki Saegusa when he felt them touch his mind. He bore them no malice for leading him into a battle with that…..thing. They knew his father was following him, and the humans were obviously helpless on their own. And he's known Miki since he hatched. Mira was a stranger, but her heart seemed in the right place.

"Rest and recover, Godzilla", the Doctor said to himself as the new King slipped beneath the waves. "I fear you will be needed and must claim your throne sooner than you think."

xXx

"Doctor?"

"Hm? Sorry, did you say something?", the Doctor apologized to Luke, who was wearing his GDF Academy cadet uniform.

"We were just concerned, Doctor", Capt. Jack chuckled. "You looked like you were a million years away just now."

"Well, just a couple of decades, actually; relatively speaking that is", the Time Lord replied with a smile. "Just thinking about another old friend who's passing I witnessed recently is all. The wake for Sarah Jane yesterday reminded me of him."

"Well, my mum's lawyer will be here any minute for the will reading", Luke said.

Just then, the doorbell rang.

"Speak of the devil", Martha Jones said as Luke went to answer the door. She had come as both a friend of Sarah Jane and an agent of UNIT, along with Capt. Powers and Lt. Tigre for security. Also present was the Silurian warrior Vastra. After avenging the death of her human wife and Sontarran ally Thrax in 1899, Vastra went into hibernation again. She awoke in the new millenium along with the local Silurian colony to aid in their assimilation into human society. Things went far more smoothly than expected.

Luke returned to the parlor with an impeccably dressed middle-aged man with a briefcase. He placed the briefcase on a nearby table and opened it, removing a file and a flashdrive.

"Good afternoon, everyone", he greeted as he plugged the flashdrive into the large flat-screen tellie on the wall. "My name is Paul Mason, Esq. It's a pleasure to meet you all, despite the sad circumstances. I've had the privilege to be Miss Smith's lawyer for the last twelve years. Now, I prepared and filed all the required paperwork, but she requested making a video of her final wishes for all of you."

Mason used the tellie remote to turn it on and access the flashdrive. The smiling, if somewhat frail face of Sarah Jane Smith appeared of the screen. The video appeared to have been recorded in this very room, as she was sitting in the chair the Doctor currently occupied.

"Hullo, Everyone. Needless to say, either the cancer or one of my investigations finally took me if you are all seeing this. The official details of what I'm about to say have all been filed and arranged by Mr. Mason already, so no worries.

The entirety of my financial estate and property, including this house, goes to my brilliant son, Luke; with the following exceptions:

To my friends at the Torchwood Institute, a downloaded copy of all the data collected by my sentient computer; Mr. Smith."

Captain Jack was awed and impressed. That data would be of tremendous help to him and his collegues!

"To my friends and former collegues at UNIT, I bequeath Mr. Smith himself. He has the required instructions of how to properly and safely dismantle him for transport, reassembly and reactivation in the London HQ. He will be of indispensable help, but be aware he can be cheeky at times!"

Martha and Captain Jack remembered how instrumental the AI had been during the 'Stolen Earth' incident!

"To my friend and occassional partner in investigations Vastra, I leave my collection of antique weapons and alien artifacts. I know how you've always admired them."

"Thank you, my friend", the Silurian she-warrior whispered.

"Which brings me finally to the Doctor. What can I say? With you, I witnessed the pure splendor and raw terror of Time and Space, and I wouldn't change a single moment. What could possibly be equal to that experience? The best I can do is return K-9 to you. Since it was you who sent him to me in the first place, it's only right that he return to you now."

As the Doctor took in her words, a familiar whirring sound entered the room and wheeled up next to him. "Greetings, Master."

"Hullo, K-9", he replied warmly, affectionately petting the smooth metal of his head.

"Well, that's about it, Everyone. Take care of yourselves. I'll watch over you all, so behave! Farewell."

With that, the video will ended and the screen went black.

xxXXxx

"Are you sure I can't convince you to stay on Earth for a while, Doctor?", the Brigadier asked the Time Lord the following evening. He had stayed to assist in transfer of Mr. Smith from the attic of the Smith House to UNIT HQ that day, as well as the data download for Torchwood.

"Sorry. You know how it is; Times to go, places to see and what-not", he replied jovially with K-9 by his side as they walked into his old office.

"Well at least let me assign some 'companions' to protect you out there?", she urged. "After all, if anything were to happen to you, who knows what could happen to the Earth?"

"I appreciate the thought, Brigadier, but recent events have convinced me not to put anyone else's lives at risk travelling with me anymore", the Doctor replied. "Besides, I have K-9 with me now. And he's a good dog, aren't you, boy?"

"Affirmative, Master."

"Well then, good luck and take care until we meet again next time, Doctor", she smiled, offering her hand. He shook it gladly, then he and K-9 entered the TARDIS.

Brigadier Katherine Lethbridge Stewart stayed to watch the blue Police box fade from sight with its customary unusual sound; the sound that has brought hope to anyone who has heard it. Then she smirked knowingly.

xxXXxx

The Doctor hung up his trench-coat on the coat-rack on his way to the control console. He had upgraded the overall appearance of the control room, but the console itself remained the eclectic hodge-podge of switches, buttons, dials, keyboards, controls and gauges that appear to make no sense. He was shortly under way, but to where and when?

Perhaps he could drop in on New Utopia, the planet settled by the Sakimori family when they left Earth with the people of an ancient Ultran tribe that had been living in a vast underground settlement beneath Japan; aided by Ultraman Victory, Ultraman Gaia, and Ultraman Cosmos. They were joined on New Utopia by the survivors of Planet Gold, all the Kaiju from around the universe that had been turned into spark-dolls, as well as Ultraman Ginga and Ultraman X. All those kaiju and humanoids living together in peace with nature…..yes, that would be nice to see.

"So where are we going, Doctor?"

"What?!", the Time Lord chirped in surprise as he turned to see Drake Powers and Felicia Tigre in casual clothes, smiling at him. Beside them was Vastra. "But how did you…? The Brigadier. Oh, that was clever of her! I knew I should've locked the TARDIS. I assume you three are coming along to help me and keep me 'safe'?"

"Well, those are Drake's and my orders", Felicia confirmed. "When we came aboard, your scaly friend here joined us, I don't know why."

"I decided I wanted to see more of the universe, and I prefer to do so in pleasant company", Vastra explained, looking sidelong at Drake, reining in her lust. After the death of her wife, she never thought another being – let alone another human – could ever rouse her desire as she had. But when she met Drake at the wake and will reading of her friend, there was just something about him that stoked her need to mate and breed! No way was she going to let him leave Earth for who knows how long without her. But now her senses were telling her that the female with him has similar desires.

"Well I'm taking you all back right…."

"But we already picked our rooms and unpacked", Drake informed him with a grin. "And you've already left Earth."

"Did you know they were on board, K-9?", the Doctor asked.

"Affirmative, Master", K-9 replied. "I picked them up on my sensors immediately."

"And why didn't you tell me before we dematerialized?"

"You did not ask, Master", the silver dog-bot said simply.

"Come on, Doctor", Drake urged with a crooked, roguish smile. "You and I both know you'd rather travel with friends than go it alone with just K-9."

The Doctor glared sternly for a few moments. Then his expression softened.

"~Weeell…..since you're all already on board, how about a short holiday on New Utopia?", the Doctor smiled. At their nods, he turned back to the control console. "Allon-zee!"

xxXXxx

Author's notes: I knew I was gonna write my version of Godzilla's death by meltdown at some point. And this chapter setting up my 10th Doctor and his companions seemed to present the perfect opportunity. Drake and Felicia are my OC's, but Vastra belongs to the BBC. And YES, both Felicia and Vastra have intense, developing feelings for Drake!

All my life, I never cried at movies, not even "Old Yeller". I'm not ashamed to admit that the first time, and every time since, I saw Godzilla melt-down I cried. Full-on, tears streaming down my face, cried. His death was only made more poignient by the absolutely beautiful music Akira Ifukube composed for the scene.

During the resurrection of Junior scene in this chapter, I just HAD to use that music piece from the "Godzilla, King of the Monsters"(2019) soundtrack! It was too perfect to ignore! It was the most inspiring scene in Godzilla cinematic history IMHO! Bear McCreary did a magnificent job scoring the film, and the way he re-vamped some of the greatest pieces originally written for Godzilla, Mothra, and King Ghidorah by the brilliant Akira Ifukube was truly inspiring and a true homage to Toho's classic music master! If he doesn't get nominated for best music score for that movie at EVERY awards show this year, then it. Is. A. TRAVESTY!

xxXXxx