Her grip is too tight.

She doesn't hurt him, he doubts she could ever physically hurt him, but her grip is so tight her knuckles are white, the muscles of her hand shaking. Her breaths are quick, erratic, and when the Doctor presses a finger to her pulse point, he can tell her heart is pounding. On the verge of a nervous breakdown, caused by the death of a child she couldn't save, the grief weighing on her shoulders like the Earth weighing on Atlas'.

He manages to pull them into the Vortex, pulling down on levers and pushing buttons as fast as he can, but when he looks over the console, Clara's expression is absolutely still. It's worse than the shaking. Her bangs curl into her eyes and she doesn't make any attempt to move them. She always moves them, always needs her hair in place, always needs to be in control. The Doctor worries.

"Clara," he says gently, hands leaving the console as he slowly, carefully, makes his way around to her. He pushes her hair out of her eyes, but his moves are calculated. She doesn't even look at him. "Clara."

"He was so young," she says, and it's the first thing she's said to him since it happened. "He was just about to start school, he was—" she cuts herself off, and pulls away from him. The Doctor follows her. He thinks about reminding her that she's seen death before, but seeing children die always weighs heavy on his own conscience, let alone Clara's, the compassionate schoolteacher.

"Clara—" he starts again, but she turns back to him, movements as immediate as when she turned away.

"Make me forget."

He stares at her, "I don't understand."

"You can do that mental thing— you tried to do it with Vastra, you can enter people's minds. Get into my head and make me forget." Tears gather in her eyes, and the Doctor can tell that she doesn't want her memories tampered with, but needs the grief to disappear and the freshness of the loss to go away.

But he could never touch her mind like that, not after Donna's. The thought horrifies him, because he doesn't know if he'll slip up in this body. One wrong move and everything she is to him would be gone in an instant. The thought of her leaving him makes him want to wheeze.

The Doctor's expression is blank. "I can't do that," he says quietly, and watches as she forces her eyes shut, as if squeezing them will do the trick. His hearts feel cold, his lungs feel like they're being squeezed from the inside-out. His vision tunnels, focused on her and her alone.

Moving around her, the Doctor takes in a steadying breath, trying to quell the nerves that bubble in his stomach and forcing his own hearts to stay calm, murmuring bravely, "There is, however, something else I can do for you." And when Clara moves, just the slightest bit in inquiry, he bends his head, presses a feather-light kiss to her neck, and time stops.

Clara shudders, a wave of movement coming from the bottom of her spine, like a ripple in water. Everything that was still is suddenly alive again, suddenly heated, like the blush creeping up her neck and into her cheeks. Slightly more daring, the Doctor presses another kiss to her skin. His fingers move, ghosting over her arms, leaving tingles and goosebumps until his hands settle, giving a final, solid touch. She leans her head back, hair tumbling over his chest and shoulder, and he breathes her in.

The Doctor pushes all thoughts of doubt out of his mind, pushes away that little voice that whispers, bad idea, horrible idea, tempting idea. Clara needs this, and the alternative is forgetting, and he never wants to see that again.

His breath tickles her skin, his nose skimming her neck and sliding into her hair. Clara's back arches, just the slightest bit, and the atmosphere changes. One of her hands pulls his own off of her arm, squeezing his fingers between her own, and he pulls away from her. She spins around, staring at him with wild and questioning eyes. He still sees the sparkle of terror in them, the pain that's on the edge of being momentarily forgotten. Slowly, he brings her palm to his lips and presses a kiss to it. Her mouth parts, releasing a long breath, and he pulls her along, around the console and to the room the TARDIS keeps for her. She follows without protest, and he never breaks eye contact.

Kicking the door open with his foot, the Doctor pushes Clara down on her bed, watching as she bounces and, without being asked, spreads her legs, as if to tease him. Her shoes and stockings are easy to remove, but he takes his time, watching as the heat enters her eyes when he drags his fingers along the inside of her thighs.

Her dress slides off with ease, the zipper only catching when he moves too quickly. She's left squirming in her underthings, black and lacy and too fancy to be a coincidence. "Do you wear these all the time?" he asks, and his voice is low and almost raw.

Clara's eyes shine with something akin to sad amusement. "Only on Wednesdays," she answers, and he takes in a sharp breath. His fingers are quick, slipping under the thin material around her hips and pulling it off, taking no more time, finding that his patience is very suddenly limited. The Doctor has the urge to unbutton and loosen the collar of his shirt, the room growing warmer.

Instead, he takes off his coat, tossing it over the edge of a chair across the room. The Doctor isn't quite sure if the coat makes it, he finds it difficult to pull his gaze and attention away from Clara, especially as her own fingers find the clip to her bra and unfastens it. She sits up, propping herself up on her elbows, and flings the garment away, off of the bed.

The Doctor runs his fingers across Clara's cheek, sliding them down her jaw, her neck, down her torso, his thumb barely grazing over the hardening peak of her breast. His knee presses down on the bed, and he follows the path he made, tracing her body with lips. Her fingers go to his collar, and begin to unfasten his buttons, but he shakes his head and clasps her hands in his, stilling her movements. "No," he tells her gently, "this is for you." But despite his words, he is a selfish man, has always been a selfish man, and having Clara's body laid out in front of him is not a selfless thing. He is not a good man for this, he is an old man with a weakness.

Clara gives him a look, as though she's going to argue, but the Doctor won't have it. He moves before she can say a word, gripping her hips and pulling her body towards him, to the edge of the bed. He kneels, body off the bed completely, one hand still on her hip and the other lifting her leg and resting it on his shoulder.

"Doctor," she says, sounding almost impatient, starting a sentence but interrupting herself with a gasp as his tongue swirls around her clit, slow and hot. The Doctor keeps a general, agonizing pace, and her hips buck up, reacting automatically and in sync with his tongue's movements, but he presses a hand to her stomach, pushing her back down. Her fingers tangle in his hair, matching her words, that aren't begging but more commanding for him to go harder faster more more more.

The Doctor only slows down, but Clara, he knows, aches for control. She grabs a fistful of his shirt, hauling him up to meet her lips. It's the first time they've kissed, mouth to mouth, tongue to tongue. The Doctor is sure she can taste herself on him, which sets a filthier and more frantic mood.

Clara pulls back and grabs his face, forcing his eyes to meet hers. Hers are dark and lustful and he knows what she wants before she says it."Fuck me," she orders him, "don't make love to me. Save that for later." Her hand sneaks down, caressing his belt and slowly inching as she speaks, "I don't want to argue with you— you started this, at least do it right."

"You're the boss," he says, as if he isn't completely hard and he isn't moments away from completely letting himself go. She smiles at him, and it's the first genuine smile he's seen in hours, and he knows he can't regret this, because it worked.

His shirt is off in an instant, two pairs of hands blurring together in his vision as they rush to unbutton it. Clara's hands run over his body, his torso, and she rises and pushes the shirt down his arms, her breasts pressing to his chest. The white fabric pools on the floor, forgotten, and she presses her palm against him through his pants, and listens as his breath catches and shudders. He clenches his fists as if not to hurt her, but she wants him to be rough, to be himself.

He pulls away, and he can see in Clara's startled expression that she thinks he's stopping for good, but he only pulls at his belt, dropping it with a loud clink against the tiled floor. He pulls his pants down with a quick urgency, and Clara lays back, taking him in as he strips for her. He's not particularly graceful about it, but he finds that neither of them care.

Clara grabs his hand and draws him in, pulling him into bed. This time, she climbs on top of him, straddling his waist but doesn't give in yet. She rubs herself on him, just enough to satisfy her and tease him. His hand goes to the back of her head and he pulls her down, and their kiss is tongues and teeth and noises, lips bruising and wet. Her hips still, and her fingers curl around his cock, pumping him once, and when he makes a desperate noise into her mouth, Clara lips twist in an almost-smirk, as though it's the noise she's been waiting for the whole time.

Moving, Clara rearranges her position above him and sinks down onto him. She adjusts, wiggling her body, watching as his mouth opens at her heat. Then, without warning, she starts riding him, her hands curling around the back of his neck. The Doctor is certain she can feel how fast his hearts are pounding, can feel his blood pulsing beneath his skin.

Her movements start out slow, start out with her in control, but they quickly begin to speed up, as both of their self-control begins to deteriorate. The Doctor's hands hold her steady at her waist, fingers tight on her hips, but he still remains cautious, still has that final string that holds him together. When Clara pulls at his hair, the string snaps.

The Doctor's hands slide down to her thighs, pulling himself deeper in her, and Clara lets out a loud, cracking moan. The noise fills the room, and the Doctor finds music in it. He grabs her hand and pulls it down, and Clara, always so clever, understands. She touches herself in time with his thrusts, and he can see in the way her expression shifts that she's so close—

Her body stills, seizing up, and she comes in a wave, little aftershocks of pleasure rocking her body. The Doctor comes after her, as a gentleman would, and when he does, he bites, very lightly, at the junction between her shoulder and her neck.

Taking in deep breaths, the Doctor looks up at Clara. She stares at him with a curious expression, hand moving and brushing at his hair for a moment before she slips off of him, collapsing on the bed at his side. She pants, and he can see now that her eyes are less sad. She's not as giddy as he would have liked, but she's Clara again.

The Doctor falls backwards, onto fluffy pillows and half-folded blankets. He stares at her, and she kisses him, a light peck on the lips as a soft thank you. He looks over her, over her hickeys and her bruises, and has the urge to kiss them, but he doesn't move.

"I know you're not a hugging person," Clara starts, and trails off, but the Doctor thinks he understands.

"Just this once," he says, voice hushed as if he's keeping a secret, and Clara smiles, shoulders relaxing in relief. She curls into his side, and he stares at the ceiling, making a mental note to block any more trips to this quadrant of the galaxy.

When the Doctor thinks Clara is asleep, he brushes her hair out of her face, a mirror of his actions in the console room, only softer, his fingertips brushing her cheek. Clara barely stops from giving herself away with a smile.