The sound of footsteps outside her door awoke Amy Pond from her light doze over a book on the history of… well, she couldn't remember any more, that was how boring it had been.

The footsteps went by again. Right, footsteps. That was why she'd woken up. Hopping out of bed and opening the door, Amy caught only a glimpse of the Doctor's retreating back. She followed quickly, intrigued.

After a few minutes of wandering around in what ought to have been circles, Amy came to the realization that the Doctor had no real destination. She picked up her pace, sprinting to make up for lost distance.

"Where are you going?" she asked, putting her hand on his shoulder. He kept walking, shrugging it off.

"Nowhere," the Time Lord answered swiftly. "Anywhere. I don't know."

"Covering your bases, eh?" The joke got no response. "Doctor, what's wrong?"

No reply. Amy grabbed his hand, startling him to a halt. He stared at their hands, then at her, then at the room they were in- the console room, for the second time- as if he had no idea how he'd gotten there.

"What's going on?" she asked gently.

"I don't know," the Doctor replied. "I just-"

"You were walking," Amy prompted.

His face seemed to crumple, going from confusion to a childlike sadness. "I tried to pace, but I kept forgetting to turn around."

Amy would have laughed, but the Time Lord looked like he'd cry if she did. This was strangely familiar to babysitting her neighbor's kid, Kevin. Brilliant kid, but he could never focus on anything. Just shy of ADD, it had seemed.

"I've got too much on my mind." The Doctor flopped down onto the stairs, resting his elbows on his knees and his chin on his fists. "There's just too much! I can't focus on anything!"

Amy eyed him before deciding on a plan of action. If it worked with an eight-year-old boy, why wouldn't it work with a nine hundred-and-something Time Lord? Sitting on her haunches in front of him, she smiled reassuringly. "I know how to make that better."

He looked at her sullenly through the hair that flopped in his eyes. "how?"

"Talk," she told the Doctor. "Just talk."

"About what?"

"Anything!" The young woman made a grand gesture. "That's the best part."

"But I can't decide on anything." It was almost entertaining to see the Doctor pouting like a child refused a toy.

"Um." Amy paused. "Paint!"

"Paint?" the Time Lord gave his companion a look like she was insane.

"Tell me about paint," she ordered.

.

Two hours and one rambling lecture about the paint of the universe- from the psychic paint of Cognoma to the edible paint of Flat Randolph- the Doctor yawned.

"-and then they add this element to it, there isn't an Earth equivalent-"

"Feel better?" Amy interrupted. He nodded hesitantly.

"Why am I tired?" he asked, genuinely confused. Amy smiled.

"Because you walked in circles for who-knows how long and talked for, oh, two hours straight?" She looked around automatically for a clock before remembering that there was no time in the TARDIS.

"Oh," the Time Lord said stupidly, blinking. Then he yawned again and stretched.

"Good night, Doctor." Amy stood from her seat on the step below him, hips popping. She kissed his forehead gently before wandering away.

"Good night," the Doctor called after her, just before the door closed.

Then he smiled.