Now as everyone should have seen I am re-writing this story so its best to start from the beginning again as a few things have been tweaked, cut or added. Hope you enjoy the new turns x

Chapter One

"New kidneys! Oh! I don't like the colour…"

If there was anything stranger than watching your best friend blink out of existence in a haze of gold and orange mist to be replaced by someone significantly different, it was to have him then declare he disliked the colour of his kidneys.

"The colour… of your kidneys?" Clara took a brief step back as he seemed to lunge forward towards her – she didn't think he meant to lunge, he seemed very much like a baby deer learning to walk. Apparently that will happen when you suddenly find yourself several inches taller than you were a few seconds ago. She wiped furiously at the tears of grief on her cheeks, instinct kicking in to preserve her dignity in front of this near stranger who was inspecting her with unfamiliar eyes.

They were both thrown suddenly to the right, parts of the TARDIS console sparked and exploded as the new Doctor was thrown against it with an alarmed expression. He staggered when he walked again – he hadn't taken his wide eyes from her face even while being thrown around – and he asked suddenly "Do you happen to have any idea how to fly this thing?"

Maybe that was the last straw for her. Like an over stretched elastic band she felt something in her mind snap and she froze allowing this stranger to get almost nose to nose with her - a nervous, worried and confused expression dancing on his face. She wasn't allowed to remain so inactive of course – something else in her mind lashed back almost painfully causing her to physically jump, eyes shutting against the pain, and she nearly touched the stranger as she took a step forward towards the controls.

She knew how to fly the TARDIS. She remembered the big-chinned Doctor, painfully she remembered him now, giving her the 'basic's' less and she had brief memories of being a Timelady on Gallifrey – a TARDIS technician so occasionally she remembered things about the Type 40 TARDIS she probably shouldn't have known and right then at that moment all those memories seemed to flitter into her mind like a steady stream, only this stream burned like a sun and glowed gold in her minds eye.

She pressed a few odd buttons, felt the TARDIS herself cooperating for once, stabilizing their flight through the vortex so they were no longer thrown around like rag dolls on the old ship. She was struggling to rein in the ships speed however – they rocketed through the vortex like a cat on fire and she could hardly find a way to stop it and It didn't help that the TARDIS seemed to be letting out what she swore was a panicked whine and that this new man was following her so closely his chest almost pressed against her back with his closeness and occasionally when they were thrown around he reached out to steady her as she concentrated on flying. Her eyes finally landed on the breaks – or what her Doctor had called the 'blue boringers' and as if the TARDIS was an out of control car she got a tight grip on the lever and slowly inched it down feeling thankful when the ship began to slow to a reasonable speed and she stopped her worried whine. Still she didn't hit the brakes soon enough and when they landed wherever they where it was with a loud 'thump' that caused them to stagger back. In the corner of her eye she saw a lever on the TARDIS move of its own accord before the ship let out her equivalent of a sigh, a release of air and smoke from the main console. She clearly wasn't going to be moving anytime soon.

Clara released a sigh, turned and found herself nose to nose with this new man – he was staring at her with a slightly cocked head like a curious puppy, but his eyes where still wide and skittish in the way of a birds. She took a step back and watched those eyes narrow and a slight frown creased his head his entire focus was on her and everything she did right then.

"So I guess you are not an enemy." He shrugged suddenly entire body relaxing rapidly as he sat down on the steps of the TARDIS and pulled off his shoes. "Blasted feet got bigger, these ridiculous shoes hurt…" she distinctly heard him mumble.

She wanted to speak, but she didn't know where to start so Clara just stood there watching him massage his feet which must've been at least two sizes bigger than the old shoes. She didn't know what to say first, she'd begged him not to change but he had, and now he didn't even seem to remember her.

A few moments passed and he seemed to sense her gaze, he froze in his ministrations of his feet sudden blue eyes reached up to stare right back at her before he jumped up and approached like she was an animal he was afraid would bolt. "Are you afraid of me?" he asked, head cocked to the side again with another frown – though this one was accompanied by a smile, a tight lipped one that seemed almost sinister on this new face.

She took an involuntary step back as he reached out for her. She watched his out stretch arm fall heavily to his side and a fleeting look of hurt at her rejection passed through his eyes before it was buried deep by something harder, colder. "I suppose you hate me for replacing him." He quipped, seeing the breath leave her for a second as she frowned too – though hers seemed a mixture of anger and disbelief.

He watched her features tighten suddenly with anger and she stared him hard in the eye that defiant streak in her rising to the surface as she pulled her chin up. "What's my name?"

He paused, shrugged and said with casual nonchalance "Why does it matter?"

Her anger built, hands tightened into fists. "It matters a lot! Now what is my name? Do you even remember me?"

She watched his eyes suddenly light up a fraction, as if a light bulb went off in his head. "Oh yes, I suppose it does matter. You are the first face this face saw – you should have a name. Oswin wasn't it?"

She frowned lightly. "N-no… Oswin was an echo."

"Oh right, you're the echo girl."

Clara closed her eyes briefly and counted to five in her mind. Part of her was pleased he had not called her 'his impossible girl' and another part horribly empty that he'd forgotten. When she opened her eyes he was looking unsteady – like someone who was dizzy and nauseous she saw him lean on the console and rub his temples with closed eyes and remembered what he'd said before he changed. This regeneration was a difficult one – one that shouldn't have even happened so of course his body might struggle with it. She closed her eyes again, having an internal struggle, she felt the familiar brush of the TARDIS's telepathic circuits against her mind encourage her – not that she needed it. She opened her eyes again.

"You can call me Oswin instead if you want."

"Well it is your name."

She ignored that. "And I don't hate you."

She saw his head snap up to stare at her then, a suspicious look in his eyes as he considered her. He moved eventually to stand right in front of her again, close enough that they nearly touched. "It's okay if you hate me." He reached both his hand up to touch her arms, hesitating to see if she would recoil again, and when she didn't his hands landed on her arms lightly.

Clara gazed up at his face trying desperately to see any hint of the old kindness in his eyes but found none. The only thing this man had in common with the Doctor she had known, the Doctor who had turned up on her door-step dressed as a mad monk, was the deep sadness that had been almost a constant companion throughout his life. No his eyes where now hard and cold, that sliver of ice in his hearts she'd been warned about now showing clearly on the surface.

"No I really don't hate you." She said the words and found she startled herself with the truth. "I am… shocked. I think I will need time to adjust to this new you. I think I should go home for now at least…"

His grip tightened suddenly, painfully and Clara knew later that she would have bruises. She was so startled by his sudden man handling of her that she almost missed him say "I won't lose you again Oswin Oswald."

"I – you won't lose – can you let go of me, you're hurting me!" she cried out the last part and watched him stagger back, releasing her and staring from his hands to her arms with horrified confusion.

"I… I'm sorry…." He sounded disturbed as he glared at the hands like they were completely unfamiliar to him – which she supposed they were.

She didn't say anything at first, rubbing her arms, startled by the sudden demonstration of the advanced timelord strength he'd once warned her about. She didn't say it was okay, because it wasn't, instead she just said "You're not going to lose me. You sent me away twice – I have no desire to leave again no matter what is going on in your new head."

He finally looked away from his hand, clasping them behind his back as he nodded at her sharply as though he was worried his hands might grasp her again.

Clara frowned suddenly starting at his face. She watched a tiny trickle of blood come from his nose, watched as his eyes unfocused suddenly and he staggered again – he had enough time to give her a confused look before he suddenly hit the floor like a sack of bricks. She fell on her knees beside him shaking his shoulders lightly as though he would break she found tears coming back to her eyes as she tried to wake him finding herself choked before she could say 'Doctor' as though part of her still couldn't accept that he was the same man.

She shook him harder and heard him groan lightly but he didn't wake or move. She looked desperately at the console and plead with the sentient time machine "Help me!" and she watched as the machine moved the console screen around so it faced her, showing the image outside as the street of her apartment. The TARDIS had brought them to the only other safe place it could – and probably just in time since Clara remembered that most of the Doctors regenerations where followed by the TARDIS's own reformation.

Understanding passed over Clara and she tried to lift the Doctor herself, but despite this new man being much thinner compared to the predecessor he was just as much a dead weight as any other – there was no way she'd be able to carry him while he was unconscious by herself. "Please…" she found herself begging him again for the second time that day. "Doctor please!"

It was the first time she'd called him by the name and she saw him flicker awake at that just briefly enough to help her pull him up though he promptly fell unconscious again after that – but she was already under his arms and able to drag him out the door by then.

It was dark outside already, Clara shuddered against the wind and noticed all around her that several apartment's where still lit up with lights and blasting carols – it must still have been Christmas day. A thought passed her briefly, wondering if she'd ever get some Christmas dinner. She was so busy carrying the Doctor and lost in thoughts she didn't notice the three youths approach her.

"Hey lady you okay?" one of them asked standing far too close for her comfort. She eyed him warily, he and his friends where mostly hidden in their hoodies and they twitched nervously from one foot to the other.

"Yeah" she said slowly readjusting her grip on the Doctor's arm over her shoulder. "He just had one too many to drink."

"So you won't mind giving us his wallet then?"

"Eh, what?" she frowned not sure she heard right.

The kid withdrew a medium sized kitchen knife from his hoodie pocket, though his hand shook when he held it and he licked his lips nervously. "Come on, give us the wallet."

"And jewellery" the twitchiest kid dove forward suddenly apparently aiming for the silver necklace around her throat. Clara shut her eyes on instinctive response waiting for the yank around her neck and just praying they left her and the Doctor alone once they realised neither had a wallet to take – but the yank around her throat never came.

She opened her eyes to find the Doctor's hand gripped around the wrist of the kid whose eyes widened. She saw his hand tighten on the wrist as he suddenly stopped leaning so heavily on her – the kid winced obviously in pain and went down on his knees at the Doctors grip. The kid with the knife lunged forward apparently to protect his friend and Clara yelped "Doctor!" at the same time as he stopped leaning on her completely so he could batter the knife from the kids hand without releasing his grip on the others wrist.

He was panting despite not really moving and Clara felt worry about that even as he spoke to the stunned kids on the floor. "I'm not sure what people teach kids these days – but you are supposed to respect a lady. Now, if you ever come near this young lady again – or anyone else for that matter – I will find you. Now- run." He let the kids wrist go, watching them drag their rather stunned and unhelpful third friend away down a side alleyway. Clara watched as the Doctor staggered suddenly and she dove under his arm to steady him again wrapping an arm around his waist as he sagged against her suddenly, tiredly managing to say "Never cared for your choice of housing area." Before he promptly passed out again.

She was still relatively stunned, managed to make it to the safety of her apartment buildings doorway she managed to avoid detection from her elderly and mostly deaf neighbour Mrs Gubbler as she took her little Scottie dog out to do his business. Clara felt like her luck had turned for the good when she found the elevator was no longer out of order- she rode up to the fifth floor without getting stopped and was thankful there was no one around when she stepped off.

She tired her front door and found it locked – she wasn't surprised though, it was late, and her family had probably gone home after her running out of them again. It took some manoeuvring to fish her door key out of her pocket and open the door, but she didn't relax until she'd gotten the Doctor into the flat – kicking the door shut behind her – she managed to get him into her room. She was thankful the Doctor was unconscious and couldn't see the mess her room was in, though the unmade bed made it far easier to get the Doctor into it. She paused and stared at him in her bed, the already short trousers where now halfway up his leg and showing skin and some rainbow stripy socks she shouldn't have been surprised her Doctor wore. She wasn't about to remove his trousers for him – she wouldn't do that even if he was the bow-tie Doctor she loved – but she did manage to remove the long (and now rather tight) tweed Victorian tail coat and waistcoat, draping them over a chair in the corner of her room. He looked cold and almost naked without the extra layers so mostly for her own peace of mind Clara pulled her bed covers over the Doctor.

She was sitting on the bed beside him when his back arched suddenly and she had this horrible thought that he was having some kind of fit – but relaxed when he gasped and a cloud of golden regeneration energy escaped his mouth with a gasping sigh and his body relaxed again.

She stared at him, feeling that she could now that he was not awake and staring right back at her with those suddenly ice cold blue eyes.

At first glance Clara admitted she'd been intimidated by his new appearance – those eyebrows where like a whole other limb, especially when they were pulled down in a frown. Now that she looked at him while he slept Clara saw they still seemed to be frowning, despite all of his features being relaxed. Apparently the frowning was just a thing for this new face. A much older face. Age had never been a thing for Clara, not even when it was as apparent as it was now, but she couldn't help but think that the Doctors age had caught up with him – and it brought an ironic smile to her face.

She couldn't resist reaching out to smooth that new unruly curly grey hair from where it had fallen on the Doctors face – she almost retracted her hand when he moved suddenly, his face leaning into her touch. He sighed contentedly when his forehead was pressed against the palm of her hand and Clara froze for a second before relaxing, smoothing her hand over his face for a few minutes before she got up to leave the room casting a last glance at the Doctor over her shoulder and biting her lip as she worried for him.

It seemed that both Clara's body and mind had been waiting for her to be sure the Doctor was safe in her apartment before the events of today caught up with her. Considering she'd thought her biggest problem this morning was not having a boyfriend to stop her step-mother getting on her wick, the day had turned out at least ten times worse. As she puttered around her apartment doing her best to clean up what her family hadn't, she wondered vaguely if the Doctor could understand why she'd been so shocked by his sudden change.

She wondered if it registered to him that while all of this had taken place over several hundred years for him – and she had no illusions that those where several hundred horribly slow and painful years – it had all happened in just one day for her.

She sighed as she entered the kitchen and saw the mountain of dishes still to be washed – her inner control freak demanded she clean them right now and she wasn't going to argue knowing that If she didn't the thought of dirty dishes would be on her mind as she was trying to sleep. As she stood there scrubbing the Christmas dishes in hot soapy water that almost soothed her racing mind she finally noticed the sticky note on her fridge that had certainly not been there earlier.

'Clara, we're not sure what's going on with you today and your naked boyfriend but we decided to leave for the night and let you sort it out. We'll pop by in the morning – hope you're alright sweetheart.

- Love Gran, Dad and Linda x'

Clara hesitated that, wondering if she should call her family and tell them not to come in the morning – but she knew if she did that they'd be keener to come over anyway, she'd actually be lucky if they didn't turn up on her doorstep within the next hour if she did that. No it was better to let them come check on her or they'd worry themselves silly about her.

She checked on the Doctor twice more before she finally settled into a makeshift bed on her couch, once to see him release more regeneration energy into the air but the second time he looked like he was sleeping peacefully. She couldn't resist laying her hand on both sides of his chest just to check his heart beats a little worried about the nosebleed he had earlier – but both hearts where thumping strong against her hand and reassured her own heart that was doing exhausted flip-flops rather than full beats. Far too much emotional trauma and strain for her heart today apparently.

She settled down on her couch, once again thankful for her short height allowing her to fit comfortably on the couch, but it still took her hours to fall asleep despite her leaden limbs and eyelids.