I always have problems with endings. Hopefully this turned out alright.

I own nothing. Thank you.

Clara shifted, moving her hand to the other side of the bed, only to feel empty space. It was still warm. Clara sat up quickly, scanning the room. The Doctor stood facing the window, wearing only his pants and unbuttoned shirt, his fingers idly stroking his lips.

"You gonna flash the whole complex?" Clara laughed nervously, trying to lighten the somewhat dark mood.

The Doctor snapped out of his daze, closing the curtains. He stepped over to the foot of her bed. Clara pulled the covers up to cover her chest, suddenly feeling uncomfortable, as if she were in the presence of a stranger. "Clara," he began slowly, taking a deep breath in, "Clara I'm sorry," he whispered.

"For what?"

"You deserve better," he began buttoning his shirt up, staring at the ground.

"What on Earth are you talking about?" Clara shook her head, confused.

"Clara love, you are worth so much more, and I… I can't give you that. I want to, believe me I do, but I can't. You should be with someone young, vibrant, someone who can give you all you ever desired," he paced the room, gnawing at his fingernails.

"You're being ridiculous," Clara huffed, crossing her arms.

"Am I? Clara, I'm not enough for you. I'm old. You shouldn't be with a washed up West End producer turned theatre teacher. I used to be better Clara, better for you. If I were younger, oh Clara, I could give you the Universe. Look at me now," he gestured to himself. "I used to work with the big ones too, you know? Sondheim, Webber, Wildhorn." The Doctor put his head in his hands.

"Hey," Clara shouted, "If I had wanted a young guy I could have gotten one. But I didn't. Just cause I'm young doesn't mean I've got to be with another young one. You are young Doctor, your eyes have seen quite a lot, I can tell, but you're young at heart, and that's what's important. I don't need the Universe, Doctor. I need you. I'm not going to let someone I love go, not again."

The Doctor sat on the bed next to her, "Oh Clara," he cupped her face in his hands, "I didn't realize – I didn't even think about that. My precious Clara, I'm sorry. I overreacted," he pulled her to his chest. "I'm sorry my love."

"You don't need to be young to be beautiful. You're the most beautiful man I've met."

"Clara Oswald, I promise, to never let you go."