He's gone silent, just underneath her feet, and Clara frowns because the Doctor never just goes silent. For a moment she fears he might have electrocuted himself. With the hum of the engines, Clara would never hear it, and she pushes off the console space to find the steps that lead her down to where he'd decided, spur of the moment, to begin repairing some important drive. They were all important, he'd told her once; even the ones that no longer functioned. One day, he'd called to her with his head in a ventilation shaft, one day they might spring back to life, just when you needed them.

The Doctor always said little things like that.

Things he didn't think anything of that settled somewhere deep in her heart, thought of at random in some moment she wasn't with him. Everyone is important, even if they didn't think they were – they've played an important part in a larger narrative, or they're lying dormant, their shining moment yet to come. They're the thoughts that make her smile when she thinks no one's watching; little smiles that get her funny looks and have her friends asking who the bloke on her mind was.

"Just a guy I know."

The answer is instinctual and they always want to know more, but she always tells them it's not important, not really. Except she knows, by the flutter her heart gives, and the odd turn her stomach does just thinking about him, that he's very much one of those pesky drives in her life. A drive that springs to life when she least expects it and turns her world around in the most exciting ways. And Clara knows, as she watches the rolls of eyes at her response, they understand how deeply she's lying.

The Doctor was, unequivocally, important to her.

And he was sitting on the ground, his legs folded, as he holds some object in his hand, staring down at it with his head tilting slowly from side to side, pondering something. It's rare when he's so lost in thought he doesn't speak – she's gotten used to the speeches and the tall tales; some, she knows, expanded upon to impress her with his knowledge. For a moment she simply watches him and the story he tells without saying a word.

He's wearing goggles over his eyes and she can see the small swipes of space grease and dirt on his cheeks and forehead from hands that have been tinkering with the mechanics she knows are thousands of years old and in need of a good cleaning. The straps of his goggles wrap around his head, sending his hair out in odd directions and bending his oversized ears comically. She considers him, casually sitting with his mouth slightly agape, some words of wonder trapped just behind them, and she smiles.

Because just sitting there, saying nothing, he's managed to send her heart pounding in a way that's become too familiar. Just studying something she thinks looks like a haphazardly built mess of computer chips sticking out in every way from a square of motherboard the size of her palm. Whatever the part is in his hands, it's boggled his complex mind and that both surprises and enraptures her because what could possibly be such an enigma to the Doctor?

"Found the Holy Grail locked away in your Tardis then?" Clara asks in a half-whisper, arms crossed as she bends to approach him.

His brow creases and he looks up to her, straightening only when she carefully lowers herself to the ground to sit across from him, her own legs tucked at her side. The Doctor remains quiet as she bends into him and looks to the part with her lips pinched into each other and when she raises her eyes to look at him for an answer, she finds him staring back with a sort of surprise.

"Ah," she laughs, "Forgot I was here, didn't you?"

He's frozen and she thinks maybe he's looking a bit caught, when his head shakes and he replies hastily, "No, no, no, of course I haven't forgotten you were here."

"So," she gestures at the item in his hand, waiting for him to blink out of whatever daze he's in to look down at it and back up at her, "Thing. Fixable?"

"Uh…" he trails, "Thing, yes, fixable, quite."

Clara's brow drops as he continues to look between the object he holds and a space beside her left ear and she asks quickly, "Are you alright, Doctor?"

"Fine," he laughs anxiously, hoarsely as though caught, and lifts the board, shaking it slightly before he drops his gaze back to the item.

Reaching out, Clara takes it and she says knowingly, "Nothing wrong with the thing, is there."

He doesn't answer.

"Something's wrong with the tinker," she offers with a tilt of her head and a smile, giving his temple a small tap of her forefinger before chuckling. The Doctor raises his eyes to meet hers and she straightens, immediately asking, "What is it? Doctor, what's wrong?"

"You," he says simply and the word on his lips sends a shiver up her spine.

"Me?" Clara questions.

He smiles shyly as his eyes close a moment, ducking his head and gesturing back at the open panel at his side, "I'm going to get situated inside, hand it to me when I ask?" And before she can respond, he shifts to his side and goes chest deep into the underbelly of the console – hand out – calling her name.

Clara settles the item in his palm and holds it there, her fingers touching the skin at his wrist and thumb and she can see the way the hairs on his arm stand on end, a reaction he can't control and one she can't ignore because if she looks to her own arm, it's the same. Plucking her hand back, she sits and rubs at her knee and plants her left hand against the console, nervously frozen to the spot as he works.

"Just," he grunts, "Have to switch the compressors," something clicks, "And get everything back," he breaths, turning onto his knees, "online," he ends just before a bang and a low buzz that builds as the system repowers itself. Then there's a crackle and a snap and the Doctor shouts, jerking up and, Clara knows, hitting his head underneath the console as she jumps forward and grabs at his leg just behind his knee.

"Doctor!"

He remains still and she holds her breath before crawling forward, grabbing him by the waist of his trousers to tug at him and that's when he gives a tiny yelp and falls back out of the hole with a shocked look on his soot covered face and Clara giggles because his hair is standing on end as he stares out at her through the goggles with wide eyes.

"Shock," he coughs and Clara grimaces at the bit of smoke that trails out from the corner of his mouth.

"You alright?" She asks, question coming out on a laugh.

"Not fu fu fu funny," he argues.

Clara moves to lift herself up on her knees between his and she reaches for his goggles, giving them a gentle tug as she works them off his head and holds them in her hands as she smiles at him. He's staring straight ahead, into her chest, and she lifts her right hand to his cheekbone, letting her thumb trail over the indent the goggles have left there and she sighs to ask again, "Are you alright?"

"No," he grumbles and she imagines his ego is hurt worse than his body.

"Can I make it better?" Clara offers honestly.

His head gives a small wobble. "It'll wear off; I'll warm up."

Sighing, Clara lets her hands drop to her lap and she sits atop her legs, watching the way he avoids her eyes and she frowns at the ragged puffs of breaths he's taking. "Doctor," she calls lightly, setting the goggles down to reach for his hands, "My stars, you're freezing."

"Bite of space," he tells her calmly, "I'll be fine."

But she rubs at them anyways, automatically bringing them up to her lips to blow warmly at them and it isn't until she realizes he's watching her with a sad look of confusion that she stops, his hands held within hers as she sighs, "I'm sorry," and she releases him.

His hands clasp together and he chuckles once, looking to his right before turning back to her and giving her a curious stare. Clara hates when he gets that look because she can't tell if he's disappointed at her for doing something unwanted, or if he's disappointed at himself for something he'll never divulge. "You worry too much about me," he tells her suddenly.

Clara laughs, "You just got shocked by space of all things – and you think I worry too much?"

He shakes his head and his shoulders slump.

"You want me to not worry about you, poking at things you shouldn't and sticking your head where you ought not stick your head?" Clara argued. "Sorry, you're like a grown child sometimes and I'm your... I'm…" Shaking her head, she watches the way his head lifts as he watches her now, and she continues, "I'm not going to let you get yanked out into the universe just because you want to watch how your trousers float in space. I mean, you're repairing your ship – your ship, Doctor – and you've been practically frozen to the spot with whatever just happened." She laughs, "Why are you looking at me like that?"

He lifts a trembling hand to her cheek and it's only then that she realizes how close they are. How her knees are pressed against the insides of his thighs and how she can feel his faint breaths readily on her chin. Clara swallows and wets her lips just before his meet them and she thinks maybe she can hear her heartbeat in her ears as she drops her hands to his legs to hold herself steady.

Leaning into him, she feels his other hand curl around her waist as she allows his cool tongue past her lips to tangle with hers in a way that elicits a soft moan from them both. The Doctor's hand gives a squeeze at her side and she lifts her hands to grasp at his waistcoat and then she pulls away breathlessly, staring down at him as his eyes widen. Out of fear, she knows.

Fear he's gone too far.

Fear he's upset her.

Fear of her rejection.

Clara pecks her mouth to his lightly and she tells him quietly, "I worry because I care."

"I was hoping that was the reason," he breaths back anxiously.

"Are you alright?" she asks timidly.

"Your bite is grander than space," he replies quickly.

Frowning, Clara offers, "I'm sorry."

But she watches him smile in amusement as his hands settle at her waist and he shakes his head. "There's the shock of space, the cold of it, the emptiness of it," he begins, looking down to her fingers, still curled around the material at his chest, "And then there's you," he grins up at her, "The warmth and the unavoidable belonging you inspire that I probably don't deserve."

Her hand lifts to tap him lightly on the head before she giggles and tilts her head, "So you like my bite."

"I quite do, I think," he responds with a cheeky grin.

"Mind if I have seconds?"

The Doctor shrugged, "Scientifically speaking, I would say it's always prudent to have seconds."

"For measurements and comparisons," Clara teases.

He smiles again, this time with flushing cheeks as he whispers, "For that, I suppose."

Leaning back into him, Clara chuckles softly against his lips when they meet hers again and she thinks to the tinge the memory will put on her cheeks the next night at dinner. She wraps her arms around his neck as the kiss deepen and she wonders what her friends will ask and she knows there's no way she can offer her usual reply now. Not with the knowledge of how his hands feel, slipping tentatively over her sides and back down to squeeze at her flesh as she moans into his mouth. Clara smirks against him because she wonders how they'd react if she told them she'd been bitten by space.