"Hey, hey, Doctor, I think I need a lift – bit of a lift, yeah? Back to the flat? Are you busy? Cyber monsters or imploding plants or anything crazy… Oi, no, I'm talking to the Doctor," Clara grunted as the Doctor stood beside the console, phone pressed to his ear, mouth slightly open in confusion. "Hello, Doctor?"

Fumbling, he shook his head and responded as his eyes closed, "Ah, yes, Clara, Doctor here – said you needed a lift?"

There was a light laugh, an odd laugh he'd never heard before, not from anyone, but especially not from her, and for a moment he simply opened his eyes and stared at the space in front of him trying to figure out what amused her so seductively. "Bit out of sorts," she finally whispered.

"How do you mean, out of sorts?" The Doctor whispered back.

He could hear her chuckling before she admitted, "Too much to drink and I can't find my friends. Might have told them to piss off at some point, think we were having a disagreement."

"About what?" He questioned.

"Why are you whispering?" She shouted suddenly and he pulled the phone away from his ear with a grimace before bringing it back and hearing her finishing off an address and a date and he nodded, hands already working at the console.

The Doctor listened to Clara's breathing, heard her mumble something at someone nearby, and he told her calmly, "I'll be right there, Clara. Stay inside, and don't talk to strangers."

She breathed a laugh and responded, "Will do, Doctor," and then the line went dead.

His thick brow came together in contemplation as he landed the Tardis just around the corner from the place she'd dictated and when he stepped out onto the street, he was greeted by loud laughter that cut through the pulsing beats of several dance clubs. "For goodness sakes," he grunted, wondering why, of all the places she could have gone – it had to be loud and obnoxious.

He moved into the bar, buttoning the top button of his black jacket and he searched the crowd with a scowl that earned him a few confused glances and then he spotted her, sitting at the bar, face in her palms, elbows to the slick counter in front of her and he made his way to her, standing beside her and shouting, "Alright, Clara?"

Her head came up and Clara smiled lightly, and then she poked at his chest, "The Doctor."

Lips not budging from their frown of disappointment, he stared down at her and called, "We should go."

She stood and fell into his side comfortably and he straightened, hesitantly raising his arms slightly before he glanced around and then dropped his left arm over her shoulder with a sigh as he lead her towards the front door. The Doctor could feel the eyes of the other patrons on them, knew what it must have looked like to them. Scenarios ranging from a woman needing her father's assistance, to a man looking for a younger woman's company peppered the thoughts of people who snickered in their direction and he lowered his eyebrows as he pulled her closer, protectively.

"I might be sick," she offered as they stepped out into the street, "Might be," she repeated with a nod and he could see her swallowing roughly as he tugged her into the alleyway, turning away when she pushed off from him to expel the contents of her stomach next to a dumpster.

Hands pushed deep into his pockets, the Doctor watched the stars in the sky above, twinkling dimly between rooftops and he stated firmly, "Better now."

She whimpered and there was a shifting of her boots against the damp ground and when he finally lowered his chin to turn and take her in, she was standing a few feet away, staring up at him with her fingers delicately at her lips. "Sorry," she moped.

The Doctor nodded and looked away, "Don't apologize, you're only human."

"We must disgust you sometimes," Clara began with a shake of her head as she sniffled, "Weak and childish," she laughed, "Stupid and arrogant."

"Bossy and drunk," he spat before his head toggled to reluctantly look back at her, "Every species is fallible, even my own – come on," he gestured towards the blue box, "Into the Tardis with you."

He watched her as she considered the ground in front of her, nodding to it as though it were telling her something important and then she took the first step, stumbling slightly before he caught her and she said softly, "I don't feel well, Doctor."

"Of course you don't feel well, you're drunk," he replied on a grunt, "How much have you had?"

"Enough," she stated.

He urged her towards the Tardis and as they entered, he sighed, shaking his head at the way she winced against the lights and the noises. "I don't recall you being one to overindulge." The words, meant to sound curious, emerged angrily, and he could see her bow her head in embarrassment, knew it wasn't what she'd intended, and he asked quietly, "What did you argue about; you and your friends?"

They slipped into a bedroom and he turned her to sit on the bed, easing her down as he looked to her eyes, focused on a spot to his side, refusing to meet his. "Don't even remember," she smiled up at him sadly, "Funny how arguments work like that – you're so upset and then you can't even remember what you've argued about."

"The alcohol might be the culprit there," he teased, giving her the smallest of grins.

Clara smiled, "I've missed that," she touched his cheek lightly with cold fingers and he reached up to stop her, taking an anxious breath as he lead her hand away, clenching his jaw as she held onto him. "They say I've been distant lately; they say I've been different."

He laid her hand against her knee and stared down at it as she huffed a laugh.

"It's funny because you told me – before you changed – you said we all change, all of our lives. We're in a constant state of change and I thought maybe I understood. Maybe I thought we were in control of that." She laughed again, "We make our choices, we look down the line, we guide ourselves, but maybe it's like regeneration. We don't really know what we'll be in a day or a month or a year, it's a snap and we're different people, drifting apart."

The Doctor met her stare, saw the sadness in those all too familiar dark eyes and he leaned forward as her head dropped, letting her settle herself into his shoulder. Nudging her ear with his chin, he sighed, "Why don't you lie down, Clara – get some rest."

A gentle laugh escaped her as she shifted back, nodding slowly and she curled up into the bed, and the Doctor remained at her side as she almost instantly fell asleep. He gripped at his thighs, thumb and forefinger squeezing slightly in frustration as he bowed his head and then he exhaled a long breath as he glanced back up at the frown on her face and the blush staining her cheeks. He apologized softly and then pushed off the floor and went to retrieve a throw, spreading it over her and then lifting a hand to let it hover just over her head, wanting desperately to run his fingers through the hair just an inch away and denying himself that contact.

But the distance, he knew, would make it easier for her to leave.

And leaving, he knew, would keep her alive.