He can always sense them, even when she doesn't tell him. Even when she doesn't show a single symptom on the outside, he can tell when her heart is pounding and her chest trembles ever so slightly and her fingers go cold, reaching into each other for warmth they'll never find. He generally bows his head and leaves the room, or makes some joke and watches the way she merely smiles and looks away.

He understands the internal battles that rage when the panic strikes: the physical one that goes on as her mind shouts silently for her muscles to still; the mental one, when her ego becomes angered that she could be betrayed so terribly by her body. He knows that all she needs to do is ride it out, pretending it's not even happening so she can move onto her next task, but he knows how very difficult it is when all she wants to do is curl up into a ball on her bed and stare at the sheets until it passes naturally.

His former incarnation hadn't been well-equipped to handle them anymore than this one, but he'd tried on occasion. Reaching to hold her hand, or touch her face, or whisper a kind word with a gentle kiss to her forehead or temple. Small acts he knew did nothing to alleviate her worries, but he'd hoped they might offer some bit of comfort. This regeneration understood those were foolish things; but he also didn't know what was the just right thing to do, so he went along with her feigned serenity, hoping that was what she needed.

The solidity of his assuredness in her ability to squelch her own fears without coddling.

Except today she's holding a curious package, entering her apartment where he's been waiting for the better part of two hours, watching her fish do circles around its tank as he contemplated sea life in general. He's been thinking about taking her to a planet that was entirely made of ocean, where they'd have to get scuba gear to even visit, and they'd risk being eaten by creatures bigger than the largest whale on Earth. But he knew she would love it, after she stopped laughing at him in the wet suit to concentrate on the sea life.

The Doctor notices when Clara doesn't greet him; when she simply offers a rigid smile and a quick nod before walking past him, uttering quickly, "So where are we off to?"

As though nothing were wrong; as she usually did.

He raises a hand and he begins to answer, but he can feel the vibrations rattling his mind. It's worse than the others, he knows, but he doesn't quite know why. It's why he generally lets it alone – he knows when it's the students and he knows when it's the work and he knows when it's the things they see and do on their travels that they never get around to talking about.

And he knows when it's the memory of Danny and he knows when it's the memory of her mother and he knows in those times, he can let her have her moment of panic and then it would subside and they could move on. Because she's made it clear she was fine and he knew she wouldn't relent. Clara wouldn't talk about her feelings any more than he would and he knew exactly why.

How could one be in semblance of control if they admitted that they'd lost it?

But today it's something else. Something held tightly in her hands, so tightly her knuckles have gone white against the tan she'd procured over summer holidays and a trip to ancient Egypt with him to see Cleopatra – or be woo'd by her, as the case turned out to be – and he follows her quietly to her bedroom, watching her slip out of her tidy ensemble and into something more travel friendly.

There's no hesitation on her part and he wonders if she even realizes he's standing there while she unclasps a bra to throw aside, and then pulls on a sturdier one. It matters little to him, her state of undress – he's seen it all on one occasion or another – he's only concerned with the pressure in her veins and the beating of her heart and the way her hands can't quite hold onto anything she's tossing about in search of a tie for her hair.

He can see half of her face in one of the three mirrors, knows she's turned away from him on purpose – knows she knows he's there, wordlessly at her door, and he watches her slow her movements just after she's pulled on a loose top. A red one with long sleeves and black stripes that hangs comfortably over the dark jeans she's changed into. And he watches her turn to stare at her reflection, frozen in terror of a thing she won't speak of. Something, he knows, he had no right to question, except he can't allow it this time.

Not with the way her fingers are twisted together and her eyes are watering, and not with the one hundred and twenty-six beats per minute that are working her body into exhaustion. He won't travel with her like this. Not like this, and he turns away a moment, staring down a cobweb in a corner near the ceiling before he looks to her as she suddenly meets his gaze. There's pure terror in those dark eyes, large and dilated and fixed on him as she begins a nod, lips already curving up into a faux smile.

"No," he tells her quietly, giving her a small shake of his head as he adds, "Not this time." He gestures to the envelope sitting on the bed half hidden by clothing and he asks, "What is it?"

Clara laughs, and he can hear her voice shaking, sees the color draining from her face as she waves a hand over the bed and then brings it back to clasp tightly within the other. A hundred and thirty-one beats per minute. "That's nothing."

"No," he repeats, stepping into the room, "Please, no lies today." He takes her hand and presses a finger of his free hand to her wrist and he watches her eyes close with understanding.

"You're afraid," she surmises, "But there's nothing to be afraid of."

He laughs honestly and tells her bluntly, "Didn't I just say no lies today, Clara?" One hundred and thirty-seven beats per minute. "What's in the envelope, or shall I get back in my Tardis and fly away." He stares her in the eye and they both know the truth – he wouldn't dare, not after he'd asked. Not after he'd round-about admitted he was afraid for her.

One hundred forty beats per minute.

He was terrified.

Her head lowers and she takes several long breaths, trying to calm herself, he knows. Trying to regain control of the pulse he could feel pounding beneath his fingers; trying to regain control of the situation so she could tell him there was no situation. Trying to pretend she wasn't in the midst of a panic attack over some unknown thing she refused to say. And when she glances back up he knows she can see the determination in his eyes. He won't accept another lie, not from her, not about this. Not with that look on her face. Not with that fright in her eyes.

"I won't open it myself," he allows, because he knows the question is there, "But I'm trusting you'll tell me. Otherwise this is you, my friend, making me scared."

Clara nods slowly, remembering the words from what seems like a millennia ago, and then she tells him quickly, "I made a last will and testament thing, in case anything happens to me while we're travelling, or," she laughs nervously and looks to the window, "I cross the street at the wrong time."

The pulse momentarily quickens while her laughter tapers off. And then her smile quickly turns down and her face crumples, but she clenches her jaw and presses her lips together, shaking the hair out of her face to look up at him, waiting for a response.

But he doesn't know what to tell her. That it was a good idea? Sure, but that wasn't what she needed to hear. That it was morbid? Perhaps, but again... not what she needed. The Doctor watches her look away again, chewing the inside of her lip, and he slowly pulls her into a tender hug because he imagines that's what she needed – she loved hugs, always going on about them, always trying to trick him into them...

She immediately breaks.

He can feel the tremors make their way through her body and he can hear her tears as he holds her. Her hands come up to grip at him in a desperate way that sends his hearts racing and she mumbles, "I don't really want to die."

His hearts fall with those words, and his light hold on her gives way organically to something more intimate, his chin laying gently on the top of her head, his hands grasping at her fragile flesh through her clothes, his lips finding the strength to call her name lightly and tell her, "You'll not be dying any time soon."

The Doctor knows the words do nothing to alleviate her fears, because he knows as well as she does that there's no guarantee. He listens to her ragged breaths and he knows this is about Danny – it's only been a few months since his death; since a funeral where she had to stand by as they lowered an empty casket into the ground as she looked to the skies, the darkened colors she sadly matched.

"The truth of it, Clara," he spoke softly. "The truth of it is we have no way of knowing when that end might happen – like you said, could be travelling, or something more Earthly," because he refuses to repeat her words about crossing streets, knows he's seen too many mundane deaths that way in his lifetime that so profoundly affect the people he loves. "But perhaps it's best to be prepared, isn't that what you always say."

"You're an idiot," she groans, "Always leaping before looking, like you want to..." her words go silent for a second and then she pushes him away, the sadness giving way to something else. He considers the red of her face and the way he can see just a few veins pulsing away there as she holds his lapels tightly and states, "You arsehole."

The Doctor's mouth falls open as he laments, "Excuse me?"

"Always jumping into danger," she shouts as she pushes him away, "Always looking for the next death because what's it matter to you – you've got regenerations!" Her eyes water over and she gives him one solid punch in the chest he coughs painfully in response to as he raises his arms. "You," she begins again, raising a finger before turning away and curling her arms around herself.

He can see she's taking long breaths; he knows she's pulling herself out of this rage because there's no good in succumbing to it. Except maybe there is. He straightens and he touches her shoulder, wincing when she rips out of his grasp and turns to stare him down, mind choosing to concentrate on him now instead of her will. Because it's easier, he knows, to be angry at him and he nods.

"Go on, Clara," he prompts, hands coming up to give her a small wave of his fingers towards him. "Tell me."

Her eyes widen and she clenches her jaw and then her mouth falls open, a single squeak of noise emerging before she shakes her head and points, "You're distracting me," she tells him knowingly.

"Good," he shouts, eyes widening. "Because we both know this isn't about you being afraid to die, and we both know this isn't about you being angry at me for landing myself in dangerous situations, but we're not going to talk about what it's really about because that would be admitting a horrible truth now, wouldn't it?"

Her head shakes again, but she swallows roughly, knowing he's read her well enough the past few months to know her state of mind. The Doctor knew her well enough to be more than a touch concerned and he watches her look away, unable to hide the guilt in her eyes.

"That will isn't for an accident, Clara – you're running to that death with open arms." He points to her, bending towards her to growl, "And it's good that it's a shock to your system, knowing the only way you can control your own end is to welcome it on your terms."

She stares into him and the anger fades and he's left staring at a sad, scared set of eyes, ones that spill their tears as she tells him again, "I don't really want to die."

The Doctor looks away, he knows the truth of it – she doesn't really, but she does in some small way. Because she's been throwing herself into the fray with him with just as much gusto. The moments she's held him back have given way to her leaping first and he'd told himself it was merely her immersing herself in it all properly. He bows his head and rubs at his face. He'd told himself it was simply her becoming more like him and hadn't he wanted that? A proper partner?

"Everyone dies," she whispers. "They become memories that fade away with time."

"Is that what you'd like to become, Clara? A memory?" He looks to her, to the way her eyes are searching the ground in consideration of his question.

Does she? He doesn't think so. But he knows what Clara wants is the impossible. What she wants is the immortality that can be granted to none – because he knows the curse it can become. He smiles, because for a moment he considers what it would be like if she had regenerations, like himself. She could worry a little less if she knew she had a few lives to spare, and he would know he could have her for so much longer than he deserved.

"Clara," he breaths.

She smiles, even laughs just a little through her tears, and tells him quietly, "No, and you know that."

Taking a step towards her, he reaches out, lets her be the one to take his hand, and he tells her honestly, "Even I'll be a memory one day. A tale that spans the universe in some distorted form or another. Perhaps they'll name a religion after me somewhere," he tilts his head, waiting for her to glance up at laugh with him before he makes a face and groans, "Nah, better men deserve such worship." He gestures with his free hand, "Or women."

Clara glances to the paperwork sitting on her bed and she speaks silently, "Will you remember me? After all is said and done, Doctor?" She looks back to him desperately, but asks calmly, "Will you remember me?"

"You keep telling me to," he scoffs before sighing and lamenting, "As though I need the reminder."

And he lets her bury herself into his chest again, her arms circling his waist to hold him in place as he freezes in his own panic before melting just a little around her. One day he would remember this warmth and how long he'd rejected it. One day he would hold another and she would benefit from Clara's persistence. He smiles and chances to kiss the top of her head, hearing her sigh as her grip tightens for just a moment.

Just long enough for him to feel the pulse against him and how it was returning to normal.

Looking to the papers, to the pages that held lists of items and her instructions to be executed upon her death, he closes his eyes and he tries to push the thought away. Of course he didn't want to think about the people he travelled with dying – it was hard enough, knowing their life spans were so much shorter than his to begin with. But Clara, he sighs, my Clara...

The thought breaks his hearts and he turns his efforts to concentrating on the feel of her heart beating against his chest, regularly drumming after a few moments. The dread, he understands, will rise again another day for another reason, but for now she's calm and assured. For now she's safe and alive, and he vows to try and understand this hugging thing of hers because it sooths her worries and slows the pounding of blood through her veins.

And he knows how much she needs that; knows how much she deserves it from him.

The Doctor is surprised to find it has a similar effect on him. Or perhaps it was merely her calm that calmed him, because he hates when she's worked herself up. He tries to allow her to deal with those moments on her own, because he knows she never wants to admit that weakness, but he thinks maybe he shouldn't. Maybe, he considers, he should simply hug her.

Concentrating on the long breaths she's taking against him, and the way she remains still in his arms, he thinks maybe the hugging is her therapy. Maybe he's become her comfort. And maybe he should offer her the kindness she craves from him, her best friend... her carer.

He could get used to that, he thinks, except he knows before long she'll be over and those papers on that bed will be followed. Without thinking, his grip on her tightens and he feels his own hearts beginning to quicken their beats, but he knows there's nothing to calm him. Whether today or forty years from today, he knows she'll meet her end in spite of his best efforts to prevent it. The Doctor closes his eyes and drops two heavy tears into her hair as he imagines a world where she could live forever, and he pretends, for just a little while, that she will.