The Doctor stood across from Clara with a pleading glance. He looked down at the floor and then to her. His hands covered his pants, guilt-ridden. Maybe if he willed himself to regenerate he could forget this had ever happened. Clara would be so distraught she would forget about this too and they could go back to being…companions.

He closed his eyes for a moment and he brought his fingers up to his shirt collar. A strand of her hair was looped around his finger. He pulled it free and let it fall drop to the floor. With a reluctant gulp, he removed his bow tie. As the silky fabric slipped and fell to the ground he could feel himself giving in to his darker desires. It was not Mr. Clever, but the awakening of impulses and desires he had held back from for a long time.

He was quick with the suspenders and more or less shrugged them off his shoulders to allow the straps to dangle around his legs. Despite himself, he was still clumsy with the buttons of his shirt. He felt internal, almost existential dread build up in a carnal panic. Was this what humanity felt every time they were about to strip naked before another person?

"Clara, what if I turn around right now and just leave?"

She pointed the baseball bat at him and waved it smoothly from the top of his head to the zipper of his trousers.

The Doctor couldn't unfasten the buttons of his shirt fast enough. Rather than take his time he grabbed a fistful of fabric on each side and pulled from the collar and let the buttons give way. A stubborn one popped and fell to the floor with a tap-tap-tap. With a sharp inhale of air he pulled it over his shoulders and tossed it to the bed.

"Keep going." She directed.

"You're human." He paused. "I should not have done the," he waved his hands about, "kissy thing."

"Trousers. Now." Clara's tone was firm.

The Doctor's eyes drifted from her collected gaze, transfixed by her chest, her nipples stiff from the cool air in the room.

"Clara?" He questioned her seriousness and in a defeated huff, his playful tone wavered altogether.

"Doctor." She replied, just as serious.

"This shouldn't be." He motioned between the two of them. "A companion of mine should never…"

His jaw stiffened as his thoughts fluttered to the kiss and way she let him touch and kiss her. The memory turned into a fantasy. Clara back in the bathroom with him and she suddenly is weak in the knees. With a grunt, he turns and presses his left leg against the opposing wall to support her. He imagines she doesn't have anything on under that slip. He drags his leg up between her thighs and smiles against the nape of her neck as she moans for him.

That was the fantasy, not the reality. He had broken Clara's trust—potentially forever.

"No, the Doctor just gets to watch." She spat. He deserved it too, but the darker thoughts wanted more than the behaved, prudish man he had become. "How many other times?"

"Times?"

"How many times have you watched me?"

"Well, lots. When you're at the food store. I watched you at the library a few times. Oh, and with your on dates—"

"No, not when I'm in public." She was furious. "How many times have you watched me in private? When I'm sleeping or-or when—" Clara pulled the bat back and tucked a loose strand of hair behind her ear. She shifted in her stance and shuffled her feet to the edge of the bed.

He knew full well the meaning of her words. "If you feel like I've been watching you touch yourself while you're in the privacy of the Tardis, you're wrong. I will politely remind you though that she is a living entity." The Doctor rolled up on his toes and leaned forward and let out a huge exasperated breath. "I'm sorry."

Clara lowered the bat and stepped closer to him. He examined her carefully, ready to grasp the bat the moment she decided to swing it at him. She reached her free hand out and touched his cheek. He let her face press into the palm of her hand; her skin was soft and her touch gentle.

"You're the Doctor, not the other one." Clara reassured him of her belief and took hold of the waistband of his trousers.

The Doctor locked eyes with Clara as she brought her hands down to his trousers and tugged him forward. He arched his eyebrows and looked away as she turned her head and pressed it against his chest. He tried to stop his racing hearts, but was too flustered. He looked over his shoulder to his jacket.

"Clara, I should really just leave you." He looked down at her pale face, flushed lips. With heavy hearts he pulled away from her and grabbed his shirt. He reached for his coat and looked through his pockets. No more Mr. Clever, the guilt was too much to handle.

"Where will we go?"

"You're the boss." He buttoned his shirt and pulled up his suspenders.

Clara put on a dress over her slip and placed some items in a bag.

He could feel her eyes on him. She watched as he shuffled his feet about, like a lost puppy. Embarrassed and not at all proud of himself, he scrambled for the sonic and placed it in his back pants pocket. He began searching his coat for something.

"Another galaxy."

"That's not very specific, Clara. There are millions of galaxies to choose from."

"A place that's warm, inviting and safe. Where we can vacation." She grabbed her bathing suit and shoved it into the case.

The Doctor found what he had been looking for and held it firmly in his left hand, concealed by his jacket pocket. He looked over the room and stepped toward the bedroom door.

"Clara, can we do this another time?"

"I'm ready."

"You were right to say you have class, Clara. Be with your students."

He removed the metal device and held it up for Clara to see. The big friendly button still had the writing carved into the metal. He knew she wouldn't remember it either.

"Big friendly button?" Her face flushed. "I don't need you to…"

"No-no, not for what you're thinking of." He hustled over and pulled her close, held her against his chest and kissed the top of her head. "I used this before."

"When?" She tried to look him in the eyes, but he pulled her only closer to himself.

"Only I will remember, so don't worry." With closed eyes and a heavy sigh, he pressed the button.

The Doctor opened his eyes and found himself sitting in his chair in his workspace, trinkets, and taffy at his side. He looked down at his hand, the big friendly button still felt hot in his hand. It took a lot to reset time and not be a Tardis. He lowered his head and let the device fall to the floor, shaking he let out a frustrated cry and swiped his arm across the table, it sent his work everywhere.

This was the Doctor's burden and his to take on alone. Instead of giving in to their desires he would stay in his workroom. He would surprise her with the warm vacation setting she requested and hope they there would be a distracting enough adventure to get them both through this. Well, get him through it anyway. She was impossible, and he was okay with that.

.THE END.