Honesty

Rated T maybe (better safe than sorry)

Takes place in the episode The Caretaker. Clara and Danny's conversation about the doctor goes a little differently. Very AU and very fluffy.

BBC owns Doctor Who, I do not, and no copyright infringement is intended.

-Doctor Who-

"Do you love him?" Danny had asked. Clara answered automatically.

"No." It was how she had learned to answer that question every time she had asked herself since his regeneration and The Doctor made it clear that he didn't feel that way for her. Of course Danny saw through it.

"Really tired of the lies." He sounded ready to walk.

"Sorry, I guess I'm so used to lying to myself about that it's hard to stop. Hurts to stop." She wrapped her arms around herself for comfort.

"So you do love him?" He sounded hurt now too.

"I do. I love him with all that I am. I wouldn't have done what I've done if I hadn't, but he doesn't love me. So this, us, is me movin' on. Getting over 'im. I can't give him up, can't abandon him. He needs me." She glanced at Danny's disbelieving look in the glass. "Really, he does. He's rubbish on his own. Rule number one for being The Doctor's companion, 'he should never be alone."

"So you love him and he doesn't love you, but you stay with him anyway. Okay, that is impressive." He sighed and turned her to look at him. "It also tells me that you don't really love me. You think you do, but not like that."

"But I do love you." She insisted.

"Enough to give him up, let him find someone else to travel with him?" Her hesitation was all he needed. "That's a no then. Do you see it yet?" He asked her.

"I can't just leave him." Clara whispered. "He's done so much for me, and I've done so much for him. You don't understand."

"You're right, I don't, and I probably never will." He stroked a few stray strands of hair from her face. "You've already made your choice, and that's okay. It's good to know it now rather than later on, when it's too late for me to let go."

"Let go, but…"

"Yes, Clara, I can't wait for you to give up someone you aren't ready to let go of. I don't need to leave home to see wonders. You do, so you keep goin' with him." He placed a kiss to the back of her hand. "If you get enough of it one day, and I'm not involved with someone else, we can try again. You're somthin' special, Clara Oswald, but I think your heart will always belong to him." She opened her mouth to protest. "No, you deserve the chance to see if you can change his mind, and I deserve to have your whole heart. I know there's room for both of us, but I don't want to share, and, after what I've seen, neither does he." Danny bent down then and kissed her forehead. "I'll see you 'round school." He turned and left her staring at her own reflection.

"Danny," she called as he reached the door, and he turned back, "I'm so sorry. And thank you." He shared a sad smile with her; then he was gone. Clara turned back to stare at herself for a long while, lost in her thoughts of the good man that had let her go, and the man who was worried he wasn't a good man that held her happiness in his hands. She thought of how The Doctor was with her, how he'd reacted to Danny, and how he'd reacted to Adrian.

She started to see why he'd been seemingly okay with the goofy man in a bow tie and not the weary soldier. Both Danny and Adrian represented The Doctor himself and his two aspects that had known her. She thought long about them and what they represented to him. Finally, something clicked, and she saw that Adrian was remarkably like The Doctor's last face, while Danny was potentially very like face he wore now. This brought up the question why he was okay with her loving one but not the other. She began to contemplate that question.

The realization was slow to dawn, but when it did it was like a clap of thunder in her mind. He didn't think Danny was good enough for her, and if Danny represented this version of himself then he wasn't good enough for her either. She made a note to change that way of thinking as soon as she possibly could. She didn't know exactly how she was going to, but she would do it. She had to try or she had to let him go.

Danny had helped immensely with the Blitzer, but The Doctor was confused when the other man had just walked away after returning the invisibility watch. Clara was grinning at him. "Come on, Doctor. I believe I owe you an explanation." She held out her hand, and he flinched away as usual. "I won't bite, promise." Clara took a chance then. "Unless, of course, you want me to. If so, I think I can arrange that." His confusion showed on his face, and he was a little excited by the thought too. If the blush was any indication.

Finally, he took her hand and she led him onto the TARDIS. She didn't stop in the control room. Instead, she pulled him along to the media room. It was large, though not as large as the library, and had an oversize comfy couch facing a theatre sized screen. She sat him down and took a moment to gather her thoughts.

"You know, you can be a very frustrating man." She began. "I used to be able to read you like a book, but now it's so much harder to see what you mean when your mouth is hiding what you really feel." She patted his hand and let go of it. "You just remember you wanted this explanation of Danny, and you are going to have to listen to it and understand and accept what I'm saying."

"Okay." He said it slowly, warily.

"Okay." She took a bolstering breath. "I started dating Danny as a distraction from you. On the surface he's so different from you that I thought it might help me to move on. As I looked deeper at it, and after your reaction to him in contrast to your reaction to thinking I was with Adrian, I was forced to see that you really aren't all that different. So, you were right, I did make a boyfriend error." He smiled smugly thinking he'd won. "Although Adrian is still not my type, there's a certain amount of similarity between him and your last face, whom I love very much. The error wasn't in choosing Danny over Adrian though because in dating Danny, I was really just replacing you. He's got a little more patience and a better understanding of human emotion, but he isn't so different from this face in front of me.

"We had a long chat after we left you last night, and I was forced to see what had drawn me to him was that he reminded me of you. Just like Adrian reminded you of your last face. Well, I don't want your last face, Doctor, maybe if you hadn't sent me away, twice. And we'd lived together for years and years on the same planet, it would be different, maybe we'd have acknowledged what was there between us. If you remember, though, when I came back, both times, I didn't treat you any differently than if you hadn't aged a day. You were quite old the last time I returned to Trenzalore. If you dropped all the, I'm not your boyfriend for just a moment, you would see that it's this face I love now just as much as that last one. You keep telling me that you're still you, but I don't think you really believe that. I think you are trying to convince yourself every time you accuse me of not seeing you.

"I told Danny that he was my way of trying to move past loving you, since you didn't love me the same way. He broke it off, because he thinks that I deserve to love the one who has hold of my heart." She watched as his face briefly showed joy, but then he locked it down and scowled.

"We already had this conversation."

"Yes, we did, and at the time I really never had thought of you as my boyfriend, but Doctor a person doesn't throw themselves into the path of a train for someone they don't love. I wouldn't have splintered myself into a thousand echoes for someone I didn't love. I didn't realize just how much I've loved you until you'd been changed for quite some time."

"You love the other face though." He was looking away now, and sounded so down hearted.

"God, Doctor! Of course I do, but I didn't love that face any differently than this one." She took his face in her hands now. "I love this face, I don't care if you aren't my boyfriend. I never did, I love you anyway. Yes, it took me a moment to find the beauty of this face, I'm sorry for that. I wasn't really prepared for the reality of dealing with you during regeneration. It scared me, I faltered, and I'm so very sorry that I hurt you. I know I did, and I know that's why you said what you did."

"It's okay now, you don't have to explain." She must be learning to read him because she heard the ghost of that hurt in his voice now.

"Yes I do, because it's not okay. I hurt the one man in this universe that I'd do anything for just to see that he doesn't hurt at all. You know, Madame Vastra accused me of being distracted by a pretty face back then. I gave her a good telling off for it, it wasn't how you look that had me faltering. It was how you were acting, you couldn't even remember I was me." Now her voice was wavering, this more than anything had made her worry that he wasn't her Doctor any longer. "That hurt me, and I was lashing out because of it, and I was scared I'd lost the man I was willing to give everything up for." She'd turned away from him when tears pricked her eyes as she admitted all of that. "You were right that it was a whopper of a regeneration, and you were confused and scared, and I should've put my feelings aside and just been there for you. I'm sorry I wasn't. I'm so, so sorry that I wasn't there for you." She was fighting the tears and fighting not to just sob at her regret for her fears then.

She started when she felt cool hands on her shoulders. "It's okay." She didn't know if he meant to accept her apology or if he was reassuring her from her start at his touch. "You're here now." That cleared it up. The hands at her shoulder urged her back against his slim body. He slid his arms around her and embraced her from behind, holding her to him. "You're here now."

"I know your feelings are different now, I'm trying to respect that." She was losing her train of thought at his nearness.

"Shhh, Clara. I'm sorry too. I made the same judgment as Vastra. The same error that you wouldn't want to stay with me now that I look more my age. I should have had more faith in the Impossible Girl than that. I know what regeneration does to a companion that hasn't dealt with it before. Remind me to tell you about Rose's reaction sometime." She was leaning against his solid, if spindly, frame now. "So, what now?"

"I really don't know. You needed to hear all of that though. You needed to know just how much I love you, and how much I need you to know it." She felt his head come to rest atop her own. He was…was he nuzzling her…he was nuzzling her, and it felt wonderful. His hearts were pounding against her back and he was holding her tightly to him.

"Would you mind if I took the lead for a bit then?" He asked against her scalp.

"Please do, I've left things up to you anyhow." Her hands found his arms and just held on.

"Good." He shook off her hands and turned her to face him. She wouldn't look up at first, fear of seeing a sympathetic rejection in his eyes, but the graceful fingers of one hand under her chin raised her eyes to take in his soft smile. His mouth was moving ever closer to her and she shivered when his lips made contact with her forehead. "I should never have tried to give you up, Clara Oswald." He said against her brow. "That's why I don't want to do the hugging or the touching. I knew that if we kept on as we were, knowing that you couldn't love a gray stick insect, it would be torture."

"You know better now."

"I do, and it's why I'm going to do this." He leaned down and captured her lips with his own. Clara gasped, and he took advantage to invade her mouth and caress her tongue with his own. Her hands found their way into his hair and she sighed into the kiss. He was gentle and passionate with her. His tongue tickling hers one moment and forcing it into submission in the next. He smelled of the stars, and crisp linen and him, and he was all pointy angles against her soft curves and he was sighing into her mouth now coaxing her to follow him into his own. She felt her knees go weak and his arms held her more tightly to him for support.

She put it off for as long as she could, but eventually she did need to breathe, and had to pull away. She panted against him as he trailed softer kisses down her jaw line and onto her throat. "Doctor." His name was a breath as he found a spot on her collarbone that made her gasp.

"My Clara, I'm so sorry I thought so little of you." His hands were running up and down her spine sending gooseflesh over her arms. "I'm sorry."

"You're doing a fine job making it up to me now." She pulled him back up for another long meshing of mouths. When they pulled away this time she asked. "What do we do now?"

"I think we do now, what we do best, take it a day at a time. And enjoy every moment of it." He pulled her back to him and let himself fall back into the large couch. "Right at this very moment, I think we deserve a break. Lets put on a film and relax a bit. I'll just go get the Blitzer ready to move. He wasn't letting go of her though. The screen came to life with a popular film of the times, and he held her while they both ignored the film in favor of watching her watch him. Eventually, her eyes grew heavy and she snuggled in with him.

"I love you." She kissed the side of his neck and let sleep claim her. The Doctor held her close for a long while watching her sleep. He finally got himself up and found Courtney to take with him to be rid of the Blitzer. After returning the teen to the school and cleaning up her mess in the console room, he returned to the media room and slid back onto the couch to watch Clara sleep.

"I love you, too, My Clara." He whispered into her hair. He was surprised when her arms tightened around him.

"I know you do, but thanks for telling me." She burrowed closer against him and settled back to sleep. He just held her and smiled for a long while after that.