He hadn't planned anything romantic; the Doctor wasn't that sort of fellow. He also wasn't the sort to remember a silly Earthly holiday or think on how acknowledging it might please his current companion. But he certainly hadn't planned on them being stuck three floors up a tree on an alien planet on Valentine's Day listening to the growls and screeches of a mammoth-sized creature intent on eating them if they descended either. Looking down at the patches of alternately ruffled and matted black fur of the vicious looking cat beast, he frowned, wishing he'd thought to pick up a bouquet of flowers and simply take Clara to a restaurant that night.

A space-restaurant, she'd have insisted.

Perhaps it might have been safer.

"Never quite turns out how you expect, does it," she offered at his side, words an unsurprising display of how in tune she was with his body language and, in turn, his mind.

"What are you talking about?" He shrugged, gesturing down towards the ground to exclaim with false enthusiasm, "I'd say this is going exactly according to plan."

He smirked when she giggled after a moment, still peering down at the six inch long claws on the animal that pawed the bark with enough force to send a tremor through their legs. It would remain for a time, he knew – and he knew she knew as well – for the sun of this planet was just beginning its crawl underneath the horizon, and the beast below had been awakened for its nightly hunt by their Tardis landing. Their eyes met with the simple acknowledgement: barring a miracle, they were stuck in the tree for the night.

Clara turned away first, beginning her examination of their surroundings, testing the spot they'd found themselves in, carved out of a space where three large branches extended from the same knot on the broad trunk. The platform was roughly the size of a car, the Doctor judged, raising his Sonic to scan for life forms, knowing if there were nocturnal birds as dangerous as the nocturnal cat below, they'd be in for one helluva night trying to get back to the blue box parked at least a mile away. He looked to Clara as she sighed, her focus on the space beneath them.

"Was going to say we could make a run for it, but it looks like our friend has company," she offered quietly, eyes coming up to his as he looked down at the three cats now circling the tree, occasionally barking and hissing at one another.

He pointed, "We could try to see how far walking along the branches would take us." The Doctor stepped out onto the nearest branch and smiled, watching her quiet laugh. "See, take our weight easily."

"They'll just follow," she groaned, rubbing her brow and letting her amusement fade. "And we crossed the logs and step stones on that wide stream, the branches wouldn't exactly carry us over that space."

Studying her haggard appearance and passing a glance at his watch, he surmised, "You're exhausted."

"You picked me up at the end of a very long day, and we've added a very long day to that," she supplied, reaching back to touch the trunk of the tree before leaning into it, sliding down to sit and glance around again, shifting the dried leaves that had accumulated there absently.

Thinking, he knew, about a bed.

The Doctor nodded, left hand pressing into his lower back, right extended down towards the cats to give them a buzz of his Sonic. It didn't deter them in the slightest; they merely growled up at him and rubbed their bodies into the base of the tree. He sighed, looking up to the twinkling stars he could see between the large purplish leaves that hung above them. And then he looked back to Clara, staring off into the space at her side, lips set in a frown.

"I'm sorry," he told her quietly, gaining her attention. He tried to smile, but it felt painful, and he continued, "You should be home, enjoying a meal with a friend, or a date, or over-indulging in cheap chocolates and wine while watching horrible romance movies in your pyjamas."

Clara smiled, head tilting and then leaning back against the tree, "Since when do you care about silly human holidays."

He waved the Sonic and scoffed, "I don't care about them."

"Then why are you sorry," she prompted.

Shrugging, he decided on honesty, telling her, "I care about you."

"Well," she stated after a pause, "You do have a time machine." He looked to her. "After we get down from here, you can take me back to yesterday so I can enjoy a meal with a friend, or a date, or over-indulging in cheap chocolates and wine while watching horrible romance movies in my pyjamas."

Wrinkling his nose, he made his way towards her, settling back into the tree to slide down beside her, leaning his elbows atop his knees to hold his Sonic tightly between his hands. "Would you have preferred it," he began, "Ignoring our current predicament," the Doctor turned to look at Clara, "Would you have preferred celebrating Valentine's Day over coming here?"

She laughed, clasping her hands together in her lap as she crossed her legs at her ankles, head resting against the tree. "No," she breathed in amusement. "It's a silly holiday."

"No date," he teased.

Clara laughed, then backhanded him lightly in the shoulder, as she asserted, "I've got you, don't I?"

"Stuck in a tree, waiting for man-eating mutant cats to go scamper off in search of more attainable prey, not exactly a date." He shrugged. "Two thousand year old grumpy space grandpa, not exactly a date."

She merely sighed, tilting her head back to look up at the stars. The Doctor listened to the songs of the insects of this planet with her, and they shared a smile at the call of something in the distance both knowing full well it could be something dangerous. Clara didn't seem to mind dangerous, he knew, but she was also still as human as ever and her eyelids were drooping further the longer they sat.

He plucked a small bag from inside of his coat pocket, handing it to her with a smirk and a shy bowing of his head, waiting until she took it to unfurl it and drop the set of apricot biscuits into her hand. Clara smiled at them and then she laughed when he twisted the Sonic and lit it without a sound, holding it between them with a shrug.

"Not exactly a candlelight dinner, but it will have to suffice," he explained.

She took bite and handed him the second biscuit, chewing as she watched him eat. He wore a simple smile, one that seemed pleased with himself and yet it was also a sad smile – one, she understood, meant he thought she deserved better than being stuck in a tree with him. Especially on this silly holiday.

"You're quite perfect right now," she offered quietly.

His head lifted to look at her as she took another small bite and smirked, eyes drifting away and he could see her cheeks reddening in the dim green light of his Sonic. "You should rest; I'll wake you if I concoct a way out of this mess before sunrise."

Clara glanced at him, head giving a little shake before she told him, "Don't think I can't tell when you're tired, Doctor – you've had a long day as well."

"Technically I've been awake for a long four days, Earth time," he laughed.

She touched his arm then, taking his Sonic to extinguish the light before ruffling the leaves some more to spread herself in front of him on her side. He understood the space she'd left quiet well, but he was stricken by the oddity of it as he moved forward. It wasn't that he hadn't done this sort of thing before – there'd been plenty of times he and his companions had ended up in jams that required them to sleep off a night in awkward confines, thrice with Clara already in his previous incarnation – it was the ease with which it was happening.

For him. In this body.

His hearts willed him into that space behind her without the normal doubt that accompanied the prospect of physical interaction; his mind ordered his limbs to stretch along her close enough to share their body heat to stave off the chill beginning to cool the air. He tucked his knees into the back of hers and he curled his arm underneath his head, clearing his throat and closing his eyes. He took a long breath, ready to relax. The Doctor was ready to allow himself a good night's rest where he could pretend this was normal and good and not because there were three cats still growling underneath them.

And then Clara breathed, "You're still a terrible big spoon. All bones, no method..."

"A big what?" He frowned when she shifted, sitting up and giving him a small tug.

"Give me your jacket," she ordered.

The Doctor did as he was told, watching her push her arms through before her eyes closed monetarily against that newfound warmth, and then she stood and climbed over him, nudging him with her thighs when she knelt, shifting him forward. He glanced up at her in confusion and she gestured at the nesting beneath them, fingertips easing him back to lay down through the thick material of his jacket sleeves. He tucked his arm back underneath his head, passing a glance back at her as she looked around and then began to lay down behind him.

"Clara, I don't understand the spoo..." he began, but she pressed herself into him.

She curled herself around his body in a way that stopped his breath a moment and, quite possible, his hearts. Pushing her hand through the space between his ribcage and his left arm, Clara wrapped herself around him even further and he understood – this was a comfort he wasn't quite sure he knew how to present. She was soft against him, light, and yet securely affixed and he was fleetingly dizzied by the feeling she offered with her embrace.

It was something like home.

"Is this being a good big spoon?" He questioned as she nuzzled her head into the space just underneath his shoulder blades. "What you're doing now?"

She mumbled positively.

He laughed lightly, listening to her do the same; the warmth of her breath sending gooseflesh over his body before he questioned, "Does this make me a small spoon?"

Clara humphed approval.

Nodding, he asked, "Am I doing this well?"

She murmured a yes.

The Doctor felt her fingertips finding comfortable grips on his dark jumper at his stomach and back and he went silent a moment, contemplating the idea of people as spoons. He supposed he understood, they fit into each other like a pair of spoons would, except in reality they would be like settling his serving ladle into her demitasse. He smiled, furrowing his brow and shaking his head against the ridiculousness of the image there because the reality in actuality was that they fit together quite well.

"Clara," he breathed.

"Mmm?"

"I am sorry about today," he told her honestly, knowing she deserved a hell of a lot more than being stuck with him in that tree, cold and hungry, and waiting for dawn. "You deserve better than this today."

Her laughter was soft, lost to exhaustion and he felt her forehead press into his back again. The Doctor thought maybe she wouldn't reply, the silence giving way to sleep, but then she muttered simply, "You make a great little spoon, Doctor."

"Something I don't think I ever anticipated hearing," he teased.

She hummed in place of a laugh and he knew she was closing in on sleep. He closed his eyes, feeling her snuggle closer, thinking maybe he was wrong and this was exactly where she wanted to be.