Missing scene(s) from the end of 'The Caretaker'... written because the gaps between episodes in series 8 drove me a bit loopy. Title is a quote from Andrew Carnegie. And thanks to Sarah, for persuading me to post this!

Coal Hill School. 7:42pm, London time

In some ways, Clara thought, this was just the end of a normal day in her ordinarily hectic life. Parent evening finished -while ignoring knowing looks from the Woods- and most of the school inhabitants dispersed back to their homes. Alien threat vanquished. Killing machine shut down. The TARDIS, about to leave.

So all in all, it should have felt that this was the end of the hard work... But no. She stood in front of the Doctor feeling completely confused; and was irritated when he only stared back impassively.

"Her?" asked Clara. "Courtney. You're really telling me that, Doctor? You want to take...her?"

He didn't say anything. Just nodded once, fixing Clara with a mild glare.

Three years traveling with his former self, and she'd thought she knew him. But then everything had changed. He regenerated in front of her... become grumpy and Scottish and distant and old. And he'd proven, again and again, that he was different now and she didn't understand him like she'd thought. In fact (even if they'd grown closer again in the previous weeks) this Doctor could still surprise her in all the wrong ways.

Like now. And yes, she knew he was angry about Danny. But, Clara reasoned, he did help save the world. Maybe proved that even for a soldier, he wasn't bad...

"Doctor..." Clara bit her lip. Lots of emotions were running through her mind. Worry and hope and confusion. "Doctor, I thought Danny and I ..."

He raised an eyebrow, expressively. She flushed, and bravely continued.

"I just thought after what we did that we could... That you'd be alright for us to go with you when you send the Scovox Blitzer back-"

"No," interrupted the Doctor, as though he was suddenly too tired to be polite or exchange more words to explain. "Don't want you two. Or need you. Go away. I'll bring Courtney instead."

It hurt, him saying that. As though she could be so easily replaced to him.

"Fine," she snapped. "We'll go."

"Fine," said the Doctor. "Do that."

"We're leaving."

"So long." He waggled his fingers in front her face, and Clara spun around without another word, grabbing Danny's arm and marching toward the ruined door. Her head was held high, footsteps ringing on the hard ground, and she could feel Courtney's unimpressed stare on her back.

"She's mad," she heard the girl volunteer in a whisper. The Doctor shrugged.

"She'll get over it."

She would. And she knew, that he knew she would. But for just a moment, she was furious and hurt and wanted to shove back at everyone and everything in the universe.

Behind them, she heard Courtney's eager footsteps scrambling into the TARDIS, the Doctor's quieter deliberate ones... and then the groaning, wheezing sound of take-off, wind whipping her hair around for a moment until everything went still.

"Do you think she'll be alright?" Danny asked, casually taking Clara's hand; and she blinked at him in surprise.

"Who, Courtney? She'll be fine."

Probably. Her conscience twisted for a moment. Clara knew how much trouble the Doctor could inadvertently get himself into, and spared a moment to hope he'd steer clear of it with a minor in the TARDIS.

"The Doctor, he was good with kids. Kind... a little goofy. But always caring."

Danny's expression spoke volumes. "Kind, goofy and caring... Now, or back when he looked like Adrian?"

Clara swallowed, managing a weak smile. "He's not the best with words these days," she admitted. "Or, you know. Emotions. That's why he needs me around.

"But he's still the Doctor. Courtney will be fine!"

She hoped, anyway.

TARDIS. 7:50pm (approximately) in the Vortex

"Well, it's hardly my fault is it?" The Doctor's voice was loud as he circled around the console, shouting into his phone; and a few paces away, Courtney groaned and kept her eyes closed.

Space ship, he'd said. One little errand and I could use the company, he'd said.

If you still want to go.

And she did. Let it never be said that Courtney Woods ran from anything new or dangerous or frightening. She was known at Coal Hill for the amount of trouble she got into, for precisely those reasons.

She was Courtney Woods: the unquenchable disruptive influence who would dare to do or say anything at all. And that's what got her into all this.

She wasn't sure what she'd expected of his ship. Star Trek, maybe, with comfortable chairs and warp speed that felt like an elevator. Or like being in a car but up in the stars... but the reality was that the vibrating motion of the ship had made her head ache and her stomach lurch. Embarrassingly so.

And now she was huddled into a ball on floor, and there was a persistent smell of sick in the air... Courtney groaned again, eyes still shut as she kept her fingers laced over her stomach; and she felt, rather than heard the Doctor glance at her, lowering his voice slightly.

"I didn't think she'd feel like this," he whispered. "Never had a companion get sick before." He paused, grumbling.

"If you must know, she reminded me of a little girl from long ago. No, not her." He lowered his voice. "Fine, get all my secrets from me. Mels.

"Anyway, I didn't call for you to sigh 'Doctor' at me over the phone. What do I do with a sick companion?"

She could hear the Doctor's footsteps walking to the other side of the room, then a bang. Courtney opened her eyes briefly to see his tall frame bent over as he rummaged through a previously unnoticed cupboard, producing two beets the size of her head, a dozen eggs, a bushel of something green before shoving everything back in.

"Why is there so much celery? How much poison do you expect me to encounter? I need ginger tea, hmm? How would I get that? Yes, I know. From ginger." He sounded disgusted. "You come in here and reorganize... Well, where did you hide it?"

His voice got lower until all she could hear were soft murmurings, a few bangs and whishes and an increased vibration of the floor. Until everything lurched and jolted unpleasantly before going still and the Doctor was quiet.

Courtney cracked one eye open, immediately wishing she hadn't. He was squatting on his heels next to her, his face inches away. He looked...mad. Maybe concerned. She couldn't quite tell; in her experience those expressions on adult faces tended to look the same.

"Didn't mean to," she mumbled. He nodded, seeming to understand her statement for what it was. The closest thing to an apology that Courtney thought she'd ever made in all her life.

"Spillage," he answered calmly. "You'd be surprised at the other things people do that I have to clean up. It's fine."

"I messed up your space ship."

"Humans do sometimes. Can you stand?"

Not trusting her voice, she gave a tiny nod, rolling over to struggle to her feet. The Doctor was watching her curiously.

"Need help?"

"I'm fine," Courtney said.

"Strong and sturdy, are you? If you don't mind me saying, you're still green. Not a good look on you." Even with the brusque tone of his voice, he was being surprisingly gentle. His arm lay lightly around her shoulders as he supported her until they were outside the TARDIS; and Courtney stopped, staring around with her mouth open.

People -the ones she knew- were in shades of pink and brown and tan... but here? There were a few who looked like her or the Doctor. But mostly, the crowds of people, shopping and eating and laughing and haggling, were different hues of blue and green and purple. Even a dull metallic bronze here and there. The air smelled of strawberries; and she greedily sucked in mouthfuls of it, a slight smile on her face. Beside her, the Doctor was giving her a sly sidelong look.

"Impressed?"

Yes. But she didn't want to say it like that. "You brought me to a market," said Courtney nonchalantly. "An outer space market?"

"Not space," said the Doctor indignantly. "Does it look like it's floating in space by itself? Well?"

"No," she admitted. "It's another planet then?"

"Yes, good. You learn quickly; another planet. Come on, then. Not the trip you planned on, but I have it on the best authority that I'll find what I need here for you to feel better."

He had a firm grip on her elbow as he effortlessly steered them around stalls, pausing before wandering into a small, dark tea shop. Courtney watched, bemused as he waved a wallet at the counter and ordered them both a cuppa.

"What's that?" she asked, the moment they sat down. "The wallet... Is it some sort of space magic?"

"Do humans really have pudding for brains?" He made an irritated, exasperated noise. "No such thing as magic. Remember that."

"But you waved it at them," persisted Courtney. "Didn't give them money, just waved it. And then they ran to get what you wanted... So what is it? What does it say?"

"Ah." He pulled it from his pocket, flipping it open as his eyes narrowed to read the fine print. "It says I'm the Duke of Mahjahr. Small country on this planet, quite close to here. Very rich in mineral deposits. No wonder they were impressed."

"Are you really him?" Forget the staff, she was impressed to think she was travelling with space royalty, and for a moment his eyes gleamed in amusement.

"A Duke traveling the stars? Sorry to disappoint. And actually, no. Not sorry. This," he waved it at her before setting it down on the table, "is psychic paper. Tells people what you want them to see."

"And a Duke is what you want people to think you are?"

He nodded curtly to the server, who was sliding a steaming cup of tea towards Courtney before turning his attention back to her. "I want them to think I'm someone too important to carry the currency to pay for things. A title isn't important. I could be a Lord for all it mattered." His lips quirked up in amusement, and he nodded to her cup, arching an eyebrow.

It was almost too hot to hold, but she obediently sipped at the liquid. The tea was sweet and spicy, calming her stomach almost immediately; and she felt revived enough to begin looking around, taking in what sights she could.

Not many, here. Multi-coloured clientele aside, this could have been a tea shop on Earth.

"Who was that on the phone?" asked Courtney. "The Ozzie?"

The Doctor made a little grunt. "Miss Oswald," he corrected sternly. "Youth today. No respect. You'll have to learn some if you want people to take you seriously."

That seemed like a contradictory statement from a man who didn't seem to have respect for anyone or anything. But for once, she didn't try to argue. The Doctor seemed to have that effect on her.

"Alright," said Courtney agreeably. "Miss Oswald. Was that her?"

"No. The wife," said the Doctor absently. "She doesn't travel too much these days. Dodgy tummy, even in the TARDIS."

"Is she alright?"

"Oh," said the Doctor vaguely, "she'll be fine in a few months. Less," he added ominously, "if I cheat."

"You don't make sense," Courtney warned.

"I do when people listen. So," he glowered at her, "hush. Drink your tea so you can feel better. I won't say it again."

She took another gulp, swirling it around in her mouth until it cooled enough to swallow. He nodded approvingly, sipping at his own cup before putting it down, staring straight at her.

"What do you do?" demanded the Doctor suddenly.

His question caught her off guard, and Courtney shrugged, feeling uncomfortable.

"Go to school, what else?"

"No, no. Coal Hill uniform gave that away. Spillages in geography and paper towels. I meant outside, Courtney Woods. What do you do when you have time to yourself?"

She'd never thought about it like that. What did she do? School. Annoy people. Go out with friends. Try on makeup and nail varnish in the shops, sometimes nick something small… but she doubted he'd be too impressed by any of those things.

He was watching her while she thought, his blue eyes bright and unblinking. It was unnerving. Courtney had a feeling she'd seen eyes like that on lions about to take down a gazelle in nature films.

"Well?" prompted the Doctor. "Anything interesting?"

"What do you think is interesting?" she shot back.

"Lots of things can be. An interest in history or science. How's your elocution and dramatic skills? Recite something for me. Shakespeare's got some good sonnets, try one of those."

Courtney was shaking her head, her eyes going wide at the sheer strangeness of what he was saying.

"I don't do those things," she stammered.

"Alright, no poetry. But tell Miss Oswald that she's failing in your literary skills. How about this… can you knit me a really long scarf?" asked the Doctor. "Maybe carry nitro-9 in your rucksack? How are you with computers?"

"I can use Twitter," she offered. "And Tumblr. I type really fast with two fingers, better than anyone I know."

"Hmm," said the Doctor shortly. "You don't seem to do very much. Human lives, over like that." He snapped his fingers. "You should learn some skills."

"I can read people," Courtney burst out indignantly. "Like they're books or something. I know what they think and what they feel and how they try to hide."

"That's interesting," mused the Doctor. "Useful, in the right circumstances."

He went quiet, his eyes fixed on her; but he had an expression on his face that she knew well. She wore it often enough in school: a bland, uninterested look. It was the one that made teachers scold and complain; as though they could tell she was forced to be physically present, but her mind was far away.

She didn't like being on the receiving end of it. It felt like he'd forgotten she was even there.

"So," Courtney ventured timidly, "I feel better now. Where are we going after this?" The Doctor frowned at her, one eyebrow raising.

"Why would we go anywhere else?" He looked confused. "Errand completed. You wanted a trip and you've had it. Tell you what, I'll even do one better than you asked for and make it a return."

She hadn't been kidding; she could read people. It was how she knew the right way to needle her classmates and that Miss Oswald and Mr Pink were in love. But the Doctor was something else, not like any other person she knew. There was nothing given away on his face or in his eyes no matter how she strained to figure him out, what would be the best thing to say.

"But," Courtney said, silently furious with herself for how whiny she sounded, "you asked if I wanted to go into space."

"And where are you now?"

"Space."

He gave her a mocking nod.

"But I thought... This can't be all that's out there! A market and a cup of tea? I could have that at home. I thought-"

"Humans, always thinking. Adding 2 and 2, but coming up with 3.8."

"That doesn't make sense."

"Well," he shrugged, "look at who you have for a maths teacher."

"I thought," said Courtney, "that you take people traveling with you. And you said you had a vacancy..."

"I thought I might." He looked distracted, and there was a little frown on his face. "I like having someone around to listen. Better than talking to myself."

"I can listen!" protested Courtney.

"Tea's getting cold. Drink it then, if you really listen. And yes. The vacancy... You don't just replace one person with another. Even if it would be easier that way. And I think I still have a travel companion." His frown deepened. "For now."

She didn't know what to say, because she wasn't even sure what to think. Annoying to think that he'd taken her away just because she could be a replacement for anyone. She'd always been unique; the most adventurous, troublesome girl in school.

But then, too. Traveling in a time machine... it had sounded like fun. It had even been fun, in those moments before her stomach rebelled. And she didn't want to go back, yet. It wasn't even that she wanted that secret knowledge: you might think you're so smart, but I've been to space! But the idea of normal life, school and telly and grown ups who always seemed so slow... Common. Boring, even.

And he wanted to take her back to it.

All at once, the Doctor seemed to notice her crestfallen expression, and he laid her hand gently over hers. "I take a lot of people away from time to time," he said quietly. "It doesn't mean you're special."

She scowled. It had certainly made her feel special. The knowledge that she could travel around the stars in a magic box. That of everyone, even the Ozzie, he'd picked her.

"This life isn't meant for everyone," continued the Doctor. "It changes people... And I think you're fine the way you are, Courtney. No extra interests, nothing that makes you stand out. An ordinary human."

"I don't want to be ordinary." Now, she knew she was whining.

"Well, who do you want to be? We can't," and he looked very sad for just a moment, "always choose who we are."

"It's back home for you," said the Doctor. "Too much for you to do on Earth. Anyway, I don't think this suits you. The sickness..." He shuddered. "Having to mop up sinister puddles, wherever we went? No."

She was quiet the rest of the trip. Sipped her tea, swirling the dregs around in the bottom of the cup until he noticed and finally ushered her out, back to the TARDIS. There was still the puddle of puke on the ground which the Doctor fastidiously ignored; and she thought for a moment about offering to clean it up, but there didn't seem to be any towels or cleaning supplies anywhere. In fact, the Doctor made grumbling noises and muttered something that sounded suspiciously like a swear, or 'hands off!' when she opened a few doors, searching.

So she turned away from it, choosing instead to prowl around the upstairs. There were blackboards on every surface, chalked calculations scribbled over them. And books. Lots and lots of books.

"Don't you have other things to do in a spaceship than read?" Courtney asked, leaning over the railings to stare down at the Doctor. "Why would you need bookshelves?"

"Why does anyone need books?" He sounded indignant, but slightly amused at the same time. "Knowledge, Courtney Woods. It comes in all forms, through travel or experience or," he raised an eyebrow, "on the page. Good reason to study hard. Learn something important. Fill your brain with something other than pudding."

"I know things," Courtney muttered.

"Not yet," said the Doctor absently. "And not enough."

She wanted to shout at him that she understood that comment. He meant that she didn't know enough to be useful to him.

But she did know things, and she was useful. Resourceful. Even sneaky… and she wondered for a moment, if he would have thought that her ability to nick things would've been interesting after all.

Courtney's fingers curled around the small leather rectangle in her pocket. He'd never even noticed leaving behind his psychic paper; and she'd picked it up, intending to return it and maybe use it to bargain -one more trip, please?- but now she was too annoyed.

He'd see how much she knew. And how fast she learned. Knowledge came in many forms, like he'd said. A trip into space had taught her that ginger tea settled your stomach, and that if you waved around psychic paper, people would see what they thought.

And that maybe, politeness worked for people to take you seriously.

"Thank you for the trip," Courtney said, plastering a smile on her face as she walked past him to the doors.

The Doctor looked surprised. "Thank you? Those words couldn't have come very easily to you. Wouldn't be surprised to see smoke coming from your ears from saying them… no? No smoke. Well, nice to see a change already.

"And you're welcome, Courtney Woods."

"If I were to offer you something, wouldn't you take me-" She was all ready to proffer his wallet and plead for another trip, but he was shaking his head, not even looking at her.

"No. Not interested. Anyway, I've got some mopping to do. Best borrow those cleaning supplies back from the school," he muttered, looking around. "Can't think of the last time I had to clean anything here, I usually just change the desktop.

"Go on," said the Doctor. "I'm busy, and you should go live your life."

"And be ordinary?" She sounded bitter and whiny; and he nodded, a small smile on his face.

"Be the best ordinary person you can be. See where that gets you."

The smile fell off her face as the TARDIS doors closed behind her. Ordinary. It felt dirty, like a swear word. She'd never been ordinary in her life. And she hated that apparently, that was all he thought she had in her… well, he'd see. Her fingers curled around the psychic paper, as she thought about what she could do to change his mind.

Bringing him his own cleaning supplies might help.

Coal Hill School, 7:43pm, London time

They hadn't gotten far, just outside the ruined door of the Caretakers hut when Clara heard it for the second time. The groan of the TARDIS gears, the pained wheezing... Which meant that if the Doctor had taken Courtney with him before, they were back now. She marvelled for a moment at his precision timing; barely a minute had passed. Too bad he couldn't keep that up.

The girl stumbled out the TARDIS doors, her face sober and lips pressed together. With sadness, Clara thought idly observing her, judging her expression even as her own anger ebbed away. There was a hint of righteousness in the set of Courtney's mouth and wary distrust in her eyes. Clara'd had those feelings around this particular Doctor enough to read them in someone else.

"You're back," Danny said. "Had a..." he paused, clearly searching for the right words, "a good time?"

"Yeah, it was ok."

They both waited, but from the look on her face, it was all Courtney was going to say.

"Well," Clara trilled in a high-pitched, falsely cheery voice, "good to be back, right? Earth beneath your feet again. But time to be popping off home, now."

"Yeah," Courtney mumbled. "I mean," she raised her head, a smile plastered over her face, "yes, Miss. I'll go straight home."

"Was that politeness?" Danny said, so quiet that Clara knew the girl hadn't heard him. "From Courtney? I've never heard her sound like that... Maybe the Doctor replaced her with an alien?"

Clara choked down a sudden fit of giggles at the thought. "The Doctor is big on politeness," she whispered. "Maybe he told her off."

"Now that impresses me," murmured Danny. "He should tell the rest of us how he managed that."

She couldn't help grinning at that, squeezing Danny's hand before noticing Courtney's interested look; and Clara dropped it immediately, turning back to look at the TARDIS.

"Oh," she said blandly. "Mr Pink. If you could just wait a mo, I forgot... I mean I need to -"

"Yeah, it's fine," Danny said, obviously understanding. "No worries, go talk to him. I'll escort Courtney out the building."

"I don't need an escort," the girl complained. But she acquiesced after a moment, walking off with Danny. Her shoulders were hunched defensively, her hand tucked into her pocket as though there was something precious in there she didn't want to lose.

Clara sighed. Knowing the Doctor, he could've found her some special space rock that the girl would treasure forever as a memento of her trip. Then again, knowing Courtney, she might have stolen some special space rock to keep as a memento.

Well, that was a problem for another day. Clara slipped into the TARDIS almost noiselessly; but even with his back to the doors, a mop in his hand, the Doctor's entire body still tensed at her proximity.

She'd meant to ask what happened to the Scovox Blitzer, or even what happened to make Courtney come back looking so subdued... But those weren't the words that came out.

"I didn't come in here to fight," Clara said softly.

"So did you come to explain PE?"

"Danny, "said Clara, sounding exasperated. "He's got a name, unlike a certain Time Lord who shall remain nameless.

"And he's good," she said. "He's nice and he's safe and he loves me and-"

She hastily bit off the last words, the ones she couldn't, wouldn't say.

He won't change on me unexpectedly. What I see is what I get; and I don't think you understand how important that feels.

"I just love him," she finished lamely. "Won't you give him a chance? I thought we were friends, Doctor. Isn't that worth anything?"

He didn't say anything for a few minutes, and the silence in the TARDIS pressed down on her.

"What did you come in here for?" he asked finally, not acknowledging her plea. "If not to explain."

"So you could explain to me... Why couldn't we go with you?"

"Ah," said the Doctor. "That's what's bothering you now. It's not that I said don't go, it's that I took Courtney. Don't like feeling replaced?"

Who would? she thought.

"No," answered Clara aloud. "Just- why her?"

"She reminded me of someone. She's clever, observant, maybe doesn't pay attention to rules or keep out signs. And she's a disruptive influence." He shrugged. "I knew someone like that once."

"Oh, really." The sarcasm in Clara's voice was impossible to miss. "Colour me surprised."

"If you like; but I don't know where in the rainbow 'surprise' falls."

Clara rolled her eyes. "I meant," she hissed, "all those things you just said? See some little bit of yourself in her?"

"Me? No. A girl called Mels. She was all those things, but," he looked away, "she grew up eventually. Sometimes all you need is time to do that, some new experiences. Or someone willing to have a little faith in the person you can be one day.

"Never know, Clara. Little Miss Disruptive Influence may just surprise you one day. But don't worry; she's not my new Companion. Something tells me she's not suitable for time travel." His eyes flickered to the floor, and he glumly swiped the mop over it again, much to Clara's confusion.

"I don't think Courtney has hidden depths," she said. Still, she felt slightly mollified that he wasn't planning to replace her just yet.

"No? Well then," he turned around, meeting her eyes. "Let me say it another way. PE is a soldier, and you gave him a chance to prove to you he's more than that."

His subtext was clear, and Clara narrowed her eyes at him.

"That's not the same thing, Doctor."

"Isn't it?" He shrugged, leaning the mop in the corner and looking at her. "Tell me this, then. When did the rules change and I was supposed to explain myself to you?"

"It's always been that way."

"I've never thought that."

"Even Time Lords can be wrong."

His lips twitched. It was almost a smile… and then his eyes flickered to the door.

"Well." said the Doctor. "Best be off. Why are you still here, anyway? Isn't PE waiting? Go off and-" his entire face creased into a pained expression.

"You'll excuse me if I can't say canoodle."

"You just did."

"I can't mean it with him. But he's outside waiting... I can tell. That yes sir, no sir soldier air wafts off him…stinks like overcooked cabbage. And if you don't go out soon he'll come in to find you. Get out before that happens. I don't want him in here."

"Fine," snapped Clara, ready to storm away from him again. The Doctor's attitude was ridiculous. Worse, it was annoying her.

But she caught a glimpse of his face. He wasn't as gruff as he was pretending to be, there was a part of him that genuinely wanted her happy; and she felt a little better, suddenly. Maybe nothing was really resolved between them in the long run. Except that she felt better about why he'd taken Courtney away. And maybe he was willing to give Danny a chance... albeit from a distance.

She smiled at the Doctor, dimples dancing in her cheeks for just a moment; and he stared back at her, before the slightest answering grin lit up his face.

"See you?" she asked cheerfully. The Doctor nodded.

"Soon. Now go."

"Going."

She walked outside, shutting the door politely and backing up the moment she heard the engines start. Outside the broken door of the Caretakers hut, Danny was waiting. Watching the TARDIS dematerialize with shock in his eyes, a bemused smile on his face.

"Amazing, isn't it?" said Clara, chummily linking arms with him.

"I've seen a lot of amazing things," Danny answered automatically. "Best one is here with me now though, not in the stars with a grumpy Scot."

She laughed, pulling his face toward her so she could lightly kiss his lips.

"You're a charmer, Mr Pink."

"Better than him?" Danny asked, gesturing toward the empty room that used to house a blue box.

She hesitated. So many lies between them, and she was reluctant to add one more.

"Different," said Clara, smiling up at him for all she was worth. "Anyway. You're what I want right now."