The Doctor was tucked in underneath the TARDIS's central console, fiddling with the circuitry, or pretending to, at any rate. Clara was seated on the grate above him, dangling her legs over the edge.

"Clara?"

"Yes, Doctor?"

"What you said before…"

"I'm sorry. I was upset -"

"No, it's all right. You're not the first to ask. You're…entitled. Clara, I remember each and every person who's traveled with me. I remember each hello, and each goodbye, and everything in between - all the smiles, and tears, and laughter - all those glorious, messy, incredible facets of humanity. I've never, in all my life - and that's quite a bit of life, mind you - encountered anyone who was ordinary, or expendable, or forgettable. Not one. I've cared for everyone who's walked through those doors, and protected them all to the best of my ability."

"But sometimes, that's not good enough."

"No. I'm so sorry, but sometimes…it's not."

Clara was silent a long moment, processing that. "But bad things happen all the time, even to just regular people who stay at home. You just have to turn on the news to see that."

"That's so." He could see Clara struggling her way through a rather immense concept, and tried to put it into perspective for her. "Remember how you felt that day, standing at your mother's grave? That's what it's like for me, each and every time I lose someone. Even the ones who leave for good and happy reasons, it still rips a piece out of my soul when they go."

"But if we're so…fleeting to you, then why…? Why put yourself through all that pain?"

"A good and dear friend once said that sometimes, I need someone to stop me."

"I think I've seen enough to understand where that came from."

"Not even close."

"So…what happened to your friend?' Clara asked softly.

"She's safe, on Earth, with her mum and her granddad…happily married. She doesn't remember me."

"But…how? I mean, don't let this go to your head, but you are just a little bit unforgettable."

The Doctor smiled, just a bit, at that. "It was necessary, to save her life."

"So you did look after her."

"Yes, I suppose I did."

"Do you miss her?"

"Yes. Not the decibel volume, of course, but I do miss her. She had a knack for seeing right to the heart of things, sometimes."

"And did you love her?"

The Doctor chuckled at that. "Not the way you're thinking."

"Have you ever…?"

"Nine centuries, Clara," he reminded her gently.

"And after all that pain, and heartbreak…why me?"

"I never know why," the Doctor told her whimsically, "I only know who."

"That's not really an answer."

"No, I don't suppose it is. All I can say is…maybe you don't need me to hold your hand, but…I do need you to hold mine."

Clara's legs swung up out of sight, and he heard some rustling overhead. He cringed inwardly, wondering if he'd said the wrong thing - if she was about to ask to be taken home.

"Hey."

He looked up, and realized that she'd shifted about so that she was lying on her stomach on the grating, smiling down at him…and holding out her hand.