AN: So this little fic was inspired by when Jenna Coleman said at a convention last weekend that she believed that Clara was in love with the Doctor, but didn't realize it until he regenerated. So I basically wrote the regeneration seen, but from Clara's perspective. Hope you enjoy!

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The door creaks open and she steps, foot by foot, into the time machine.

It seems so...normal. Everything's in its place, the top of the console still spinning in circle after circle after circle. Alright, maybe it's a little scattered compared to times before, but it's not like she cares.

She moves towards the console, looks into a bowl sitting on the ledge. There's an odd combination of foods inside; fish fingers and custard?

She peers down at the floor, tips her head to one side. Clothing is scattered, everything from a jacket to a single bow-tie, undone, lying flat on the floor.

Oh god, she hopes he's not naked again.

And then he appears, some stupid smile playing on his face, and her heart races because it's him. It's really, properly him, not old anymore, not some new version with a different face.

"Doctor." She smiles, nearly laughs, and takes just two steps towards him. He stays completely still, standing completely upright in a state that looks rather awkward.

"Hello."

"You're young again." She subconsciously begins fiddling with her nails. "You're okay. You didn't even change your face." He laughs at that, walking over to the console.

"It's started. Can't stop it now, this is just the reset. A whole new regeneration cycle, oh!" And with that he takes a gulp of the fish custard, and she can't help but laugh. "Taking a bit longer. Just breaking it in." He places the bowl back, then moves toward a level and pushes it, using more effort than she's seen him use on the TARDIS before.

She can tell, now, that something's different. Maybe not wrong, but different.

"It all just disappears, doesn't it?" He begins, the stupid smile still on his face. "Everything you are, gone in a moment like breath on a mirror." Pausing, he takes a moment to look at his reflection in the glass tube going up the centre of the machinery.

He's scaring her, with his wise talk that really makes him sound his age. He hardly ever does that, especially around her.

"Any moment now, he's a-coming"

"Who's coming?" The happiness written on her face before is gone now, she can feel it. In opposite, his smile seems to grow at her confusion, and it pulls at her heart.

"The Doctor."

"You." Her statement comes out more like a whisper, and she nods towards him. "You are the Doctor."

"Yep!" She can see his eyes now, and he can see that they're so full of some sort of pain, some sort of sadness. "And I always will be." He lifts up a hand, a hand that's glowing gold in an almost fiery manner. She knows she seen it before, in past versions of him, but seeing him, her Doctor, in the beginning stages of regeneration makes her want to hold him tightly and never let him go.

"But times change and so must I." She bites her lip, tilts her head to the side as her eyes begin to fill with warm tears. And then his smile, as fast as it faded, appears back on his face in an instant. "Amelia!"

"Who's Amelia?" His face looks as though he's in a dream.

"The first face this face saw." He looks around the TARDIS, looking really, truly excited. She's properly confused now, and she wants to cry. Because he's deteriorating, and there's nothing she can do.

"We all change, when you think about it." He moves his hands about, as he does whenever he's explaining something important. "We are all different people, all through our lives. And that's okay, that's good, you've got to keep moving so long as you remember all the people that you used to be." He clasps his hands together and looks down, at all the shed clothing lying across the floor.

"I will not forget one line of this." He points at her, sounding nearly determined. Her stomachs swirling in and out of knots and she feels as though she could be sick. "Not one day, I swear. I will always remember when the Doctor was me."

Then he looks back up towards the stairwell, and his face breaks into the blissful expression that had been there previously. He lifts up his hand, lets it rest in the air as though caressing a cheek. Then it drops, and he sighs.

She feels a tear fall, feels it make it's way down her cheek and drop off the end of her chin.

He looks back at Clara, gives her a weak smile.

It's in that exact moment that she realizes.

She's in love with him.

She's completely in love, been in love for weeks now, and now he's going and she's never, ever going to have a chance to tell him, to show him.

And she realizes she's too late, and everything crumples inside her.

"No, no!" She cries, moving towards him and reaches for his glowing, regenerative hand. She doesn't know what happens when one touches another during a regeneration, but at the moment, she truly could not care less. He reaches towards her too, his fingers outstretched towards hers.

"Hey." His voice is small, quieter than she's ever heard it. She lets out a breath of air, which sounds more like a hysterical gasp.

"Please don't change." His smile grows, and she almost smile backs at him.

And then he's gone.

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AN: I watched the regeneration scene about 10 times to get the wording down for this, and let me tell you, the tears were absolutely flowing.

I hope you guys liked this, please review and leave feedback, I'd love to know what you all thought.

xoxo,

J