'Right, come on, where are you?' Clara stopped mid corridor and placed her hands on her hips. Back in her flat the Doctor would appear frequently, unheralded and often when least appropriate, Hoovering in her underwear had become an impossibility. Now that she lived on the TARDIS he had become downright elusive, vanishing down corridors that moved and disappearing into rooms whose doors went missing as often as he did. She was beginning to wonder if he was avoiding her deliberately.

Or maybe he had always been this way? A loner in space. She could never be sure how much time elapsed between visits to her. Perhaps instead of days or hours it was more like weeks and months and he was in fact perfectly contented to roam about his spaceship by himself. Why change because she was here?

But she knew that wasn't true, that despite himself he sought company more often than not, and usually it was hers. He had been so delighted that she had accepted his invitation to join him. For the first few weeks they were inseparable, their trips imbued with new enthusiasm. He saw the world through fresh eyes, his smile came easier, broader, he held her hand and she had to admit the sight of him relaxed and at ease made her heart warm. She'd nearly keeled over from shock when he'd put his arm round her one evening in the library and pulled her close as he read. He seemed… happy, and that made her happy and surely the novelty value hadn't worn off already.

But there she was, standing in the middle of the corridor, no Doctor in sight. Again. How many days had it been this time since she'd seen him, two, three? And when she had, coming across him in one of the TARDIS sitting rooms purely by accident he had jumped out of his skin as her hand touched his arm. He'd dismissed it as nothing but it was something alright. Clara suspected it was the same something that caused him to more or less flee from a pleasant crowd of alien market traders the week before when she had finally persuaded him after a fortnight of hiding in little rooms that a low impact trip might cheer him up. He reluctantly agreed and off they went to one of his and her favourite open air markets, stall upon stall of oddities that would usually have his eyes lit up in curiosity but he remained downcast and strangely closed off.

Until the traders as was their want started pestering him to look at their goods, hands and some tentacles reaching for him and voices high with excitement and promise. He had turned heel and headed straight for the TARDIS without a word other than she could shop on her own, he'd wait for her at home. Clara had been left to apologise for his grumpiness and frustrated with him decided that yes she would go shopping by herself thank you very much.

She didn't buy anything.

She didn't know whether to be angry or worried.

And then there were the layers. He'd always worn layers, well he had since Christmas. T-shirt, jumper, hoodie, jacket, but there just seemed to be more and more of them. Suddenly he had a scarf, long and navy, wound twice around his neck and him burying his chin in it, peering with storm grey eyes over the edge. And gloves. Why he wanted to wear gloves in the perfectly warm environment of the TARDIS she had no idea but there they were, dark leather gloves hidden deep in his pockets where he shoved his hands, or in the folds of his crossed arms as he hugged himself tight and drew away from her.

Well enough was enough.

She wanted an explanation for his strange behaviour and she wanted one now. Clara looked up vaguely at the ceiling.

'Show me where he is,' she said, and the ship pulsed in reply, a trail of dimly lit footprints springing up on the floor beneath her. Apparently the TARDIS was worried too, she wasn't usually so compliant.

'Thank you,' Clara said and followed the prints.

He was deep in the bowels of the ship it seemed and she was beginning to wonder if the TARDIS was siding with her master after all and leading Clara a merry dance when the footprints finally came to a halt outside of a large circular door in dusky pink. At the centre of the door a circular window peeked in on the room inside, a room lit softly with a similar coloured light and from which no sound could be heard. Clara stood on tiptoes and looked through the glass, straining to catch a glimpse of the Doctor.

He was in the centre of the bare room, its walls curving up around him until they met in a dome above. They were panelled with large dusty pink spheres set on a cream background and lit by something internal to them. The floor was cream and smooth and looked soft, plush almost and there was no furniture.

But he was sitting on something. It just happened to be air. Clara's eyebrows raised as she watched him slightly adjust his position where he sat cross legged about three feet from the floor, hovering or more accurately levitating in the lotus position, still fully swamped in his multiple layers, his only concession to his position being that he had removed his boots and placed them neatly to one side of him.

The Zero Room, he'd retreated to the Zero room, a place of healing and tranquillity particularly for the uneasy mind or a Time Lord post regeneration. But he hadn't just regenerated, he wasn't injured. Something was wrong she could be sure of it now, he never came here unless troubled.

He looked peaceful in this cradle and something in her told her not to disturb him now, that it would be a very bad idea mid meditation to barge in and force him from his thoughts, she could wait until he was done. Clara took a step back quietly but as though reading her mind and in total disagreement the TARDIS chose that moment to fling open the door with an unceremonious thump causing Clara to squeak from shock and the Doctor's eyes to snap open suddenly. The second they did he crashed down sideways onto the mercifully soft floor beneath him and cursed loudly, words unforgivingly leaving his lips as he pushed himself upright and growled at his ship.

'Sorry!' Clara said, surprised by the uncharacteristic torrent of language, 'I was just going to leave… she…'

'Yes, yes… I know… it was her… you wouldn't have been able to open the door…'

Clara hesitantly stepped into the room, struck immediately by the pleasantly cool air and fragrance of jasmine. 'Why not?'

'Because I asked her to keep you out,' he said curtly. He was sitting upright, legs stretched out before him now, rubbing unseen fluff from his trousers before he slid his arms around his knees. He hugged them to himself and rocked slightly without looking at her.

The words stung. 'Oh,' she said. 'Any particular reason why?'

'So I wouldn't get disturbed and end up crashing to the ground.'

That seemed fair enough but she still felt a little hurt. She took a few steps forward and he glanced up at her quickly.

'Did you want something, everything alright?' he asked.

'I was going to ask you that.'

'I'm fine,' he said automatically.

Clara plopped down next to him, the cushioned floor giving under her body pleasantly. Across the room the TARDIS slammed the door shut again and the Doctor rolled his eyes.

'TARDIS wants us to talk,' Clara observed. A sound came from the door indicating it had been locked.

'Brilliant,' the Doctor grumbled. 'Well what would you like to talk about, it would seem we have all day thanks to Madam. The deforestation of Gyrus VI perhaps or the impending solar implosion of the dual suns of Hasterlen?'

'Why you keep hiding from me?'

'Anything but that,' he retorted.

'We're talking about it.'

'I'm not hiding from you.'

'Then what are you doing?'

The Doctor looked down at his gloved hands, dangling linked now between his knees, he chewed his lip and didn't reply. Clara huffed beside him.

'You're impossible when you're like this,' she said.

'Like what?'

'Uncommunicative.'

'I can't be sunshine and flowers all the time.'

'You're never sunshine and flowers,' Clara said sharply, 'But for a while there I was under the impression you were starting to enjoy life again.'

He caught her tone and looked suitably crestfallen.

'I was,' he said quietly. 'I am… sort of…'

'Then what is this?' her exasperation got the better of her and her pitch increased. Clara grabbed his forearm in remonstration but almost the moment she wrapped her fingers around it he jerked it away, flailing and half scooting across the floor by a foot or two. Clara's eyes widened.

'Over reaction?' she queried, 'I thought you did touching now. The odd hug? The hand holding…Oh…' her face fell as she thought back over the excitement of the first few weeks after their reunion. Maybe he had never meant it to get that far, that new softer side of him. Maybe he regretted it. She felt suddenly hurt embarrassed and very alone all at once. 'I see,' she said in a flat tone, 'You 'aren't a hugging person' again. You probably never really wanted to in the first place.'

He was looking at her from under his brows, still hunched anxiously where he had ended up some distance from her nearer the wall. She caught his eye and he looked away, nestling his chin back down into the wrappings of his scarf. No she had this wrong, this wasn't the Doctor who stiffly avoided hugs, the Doctor in front of her looked like he needed one but was too frightened to ask. Clara crawled forward on her knees to reach him and watched him eye her warily as though she might try the same move again.

'Why the flailing?' she asked. His nose sank into the scarf. Cautiously she reached forward and tugged it down a little, the tips of her fingers just brushing the skin above his top lip. He flinched and she frowned. 'Doctor?'

He looked down, fiddled with his gloves and then impulsively wrapped his arms round himself and held on tight. She could hear his breathing speeding up, rapid nervous breathing accompanied by the flitting of his eyes around the room and a swallow that smacked of someone trying to control panic.

But the Doctor didn't panic. Did he?

Her eyes roamed over his face for clues.

'You're sweating,' she said. 'It's not hot in here. But maybe you are under all these layers,' she gently tugged the trailing end of the scarf. This time he didn't flinch. He managed a brief and hesitant smile heavy with sadness before the lower half of his face vanished again under the scarf. 'Doctor please talk to me,' she tried again.

Sometimes he had the widest eyes, wider even she suspected than her own could be at times. Sometimes he just looked so haunted and so strangely young when he looked at her, vulnerable and open. There was always a little of the child about his serious facade and every now and then that child, usually so playful and full of curiosity, was downright frightened. This was one of those times. He turned his eyes on her and her heart ached for him.

Clara reached out and tugged the scarf back down purposefully, determined to defeat the barrier between them. She dug about in the layers of his clothing for one gloved hand watching him watch her progress the whole time. He was holding his breath, something which as a Time Lord he could do for an unnerving length of time. While he was so utterly still she inched her fingertips under the scarf, into the crook of his arm where his opposite hand rested. Inched further to unpick his fingers from his rib cage and form some sort of grip on them. Tugged to try to bring that hand out to be held. He was still holding his breath and she could feel a tremble running through him. His eyes darting to hers and down to her hand, his lips parting slightly as though he wanted to protest. Clara finally held his hand and rested it on her knee, covering it with her other palm. She smiled up at him and was about to try and coax him into speaking when…

When his breathing suddenly returned to him rapid and staccato, harsh in his chest and growing harsher. He automatically pulled back and she instinctively grabbed at his wrist which only caused him to panic further, his strength greater than hers, pulling until she fell forward on the soft floor and he released himself, scrabbling away from her, something keening in his throat now as he tried to catch his breath, something that sounded like weeping. He knelt on all fours, his head low and tried to loosen the scarf around his neck a little, urgency in his movements, tipping back onto his heels and finally wrenching it with both hands so that his neck lay bare. Then with eyes shut he leaned forward again, one palm flat over the centre of his chest, fingertips digging into the material of his jumper, clawing at himself, choking, desperate, panic stricken.

Clara was on her feet almost as fast as he had been and closing the gap between them. Her instinct was to hold him but hadn't he just spun away from her when she had held his hand. What was this? What was happening?

'Doctor… Doctor… look at me… Doctor listen to me… you have to slow it down… slow your breathing… slowly….'

With her best calm teacher's voice she tried to bring him down and to its credit the TARDIS assisted by providing a soft breeze through the room which blew across his face and cooled the dampness on his skin. After a few minutes he slumped forward, then curled himself against the curved wall of the Zero Room and turned his head to one side. He breathed deeply but with none of the pressure or speed of before.

'Sorry…' he whispered.

'It's OK,' Clara replied unconvincingly, 'But I really think you need to tell me what this is about.'